Form 8-K

8-K — STAR GROUP, L.P.

Accession: 0001171843-26-005249

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001002590

SIC: 5990 (RETAIL-RETAIL STORES, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — f8k_080526.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (exh_991.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

_______________________________

STAR GROUP, L.P.

(Exact name of registrant as specified in its

charter)

_______________________________

Delaware

001-14129

06-1437793

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification

No.)

West Broad Street, Suite 310

Stamford,

CT 06902

(Address of Principal Executive Offices) (Zip

Code)

(203)

328-7310

(Registrant's telephone number, including area

code)

Not Applicable

(Former name or former address, if changed since

last report)

_______________________________

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications

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

☐

Soliciting material pursuant

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

☐

Pre-commencement communications

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

☐

Pre-commencement communications

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

Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Units

SGU

New York Stock Exchange

Common Unit Purchase Rights

N/A

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial

Condition.

On August 5, 2026, Star Group, L.P., a Delaware partnership,

issued a press release announcing its financial results for the fiscal third quarter ended June 30, 2026. A copy of the press release

is furnished within this report as Exhibit 99.1.

The information in this report is being furnished

and is not deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be

deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.

Item 7.01. Regulation FD Disclosure.

Item 9.01. Financial Statements and Exhibits.

Exhibit

99.1

copy of the Star Group, L.P. Press Release dated August 5, 2026

Exhibit 104

Cover Page Interactive Data

File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

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

STAR GROUP, L.P.

By: Kestrel Heat, LLC (General Partner)

Date: August 5, 2026

By:

/s/ Richard F. Ambury

Richard F. Ambury

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exh_991.htm · Sequence: 2

EdgarFiling

EXHIBIT 99.1

Star Group, L.P. Reports Fiscal 2026 Third Quarter Results

STAMFORD, Conn., Aug. 05, 2026 (GLOBE NEWSWIRE) -- Star Group, L.P. (the "Company" or "Star") (NYSE:SGU), a home energy distributor and services provider, today filed its quarterly report on Form 10-Q with the SEC and announced financial results for the fiscal 2026 third quarter, the three months ended June 30, 2026.

Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

For the fiscal 2026 third quarter, Star reported a 17.2 percent increase in total revenue to $358.1 million compared with $305.6 million in the prior-year period, reflecting an increase in average selling prices, driven by higher wholesale product cost. The amount of home heating oil and propane sold during the fiscal 2026 third quarter declined by 3.4 million gallons, or 9.4 percent, to 32.8 million gallons, as the additional volume provided from acquisitions and colder temperatures was more than offset by the impact of net customer attrition and other factors. Temperatures in Star's geographic areas of operation for the three months ended June 30, 2026 were 15.9 percent colder than the three months ended June 30, 2025 but 5.9 percent warmer than normal, as reported by the National Oceanic and Atmospheric Administration.

Star’s net loss rose by $11.4 million in the quarter, to $28.0 million, primarily due to an unfavorable change in the fair value of derivative instruments of $8.6 million and a $7.1 million increase in Adjusted EBITDA loss, partially offset by a $3.4 million increase in the Company’s income tax benefit and a $0.9 million decrease in depreciation and amortization expenses.

The Company reported a third quarter Adjusted EBITDA loss (a non-GAAP measure defined below) of $17.7 million, up $7.1 million year-over-year, as higher home heating oil and propane per gallon margins, an improvement in service and installation profitability and the additional gross profit from other petroleum products were more than offset by higher operating expenses, including $6.2 million in higher insurance-related expenses, and the lower volume of home heating oil and propane sold.

“Our results this quarter, a non-heating period, largely reflected seasonal factors and net attrition, which was in line with prior-year periods” said Jeff Woosnam, Star Group’s President and Chief Executive Officer. “While temperatures were moderately colder than last year, the volume of home heating oil and propane sold was lower given the more muted impact of additional degree days in the shoulder months of April and May. We did not complete any acquisitions this quarter but are actively assessing a number of possible attractive opportunities. We are taking steps this summer, as in years past, to improve our operations, streamline where appropriate, and prepare for the coming winter months. At the same time, we continue to invest in our service and installation business – where we see further room for growth – and believe Star remains in great shape for the quarters to come.”

Nine Months Ended June 30, 2026 Compared to the Nine Months Ended June 30, 2025

For the nine months ended June 30, 2026, Star reported an 8.3 percent increase in total revenue to $1.7 billion, reflecting higher product volumes sold and an increase in selling prices in response to higher wholesale product costs. The volume of home heating oil and propane sold during the first nine months of fiscal 2026 increased by 8.6 million gallons, or 3.3 percent, to 271.2 million gallons, reflecting colder temperatures and the additional volume provided from acquisitions, more than offsetting net customer attrition and other factors. Temperatures in Star’s geographic areas of operation fiscal year-to-date were 11.5 percent colder than during the prior-year period and 2.9 percent colder than normal, as reported by the National Oceanic and Atmospheric Administration.

For the nine months ended June 30, 2026, Star’s net income increased $13.9 million, to $116.1 million, compared to the prior-year period, primarily due to a $19.9 million increase in Adjusted EBITDA, a favorable change in the fair value of derivative instruments of $1.4 million, and a $0.6 million decrease in depreciation and amortization expenses, partially offset by a $7.6 million increase in income taxes and $0.4 million higher net interest expense.

Year-to-date Adjusted EBITDA increased $19.9 million, to $189.3 million, compared to the nine months ended June 30, 2025, primarily due to an increase in home heating oil and propane per gallon margins and volume sold in the base business, and an increase in Adjusted EBITDA from acquisitions, which more than offset higher operating expenses, of which $1.9 million was attributable to the Company's weather hedge contracts due to colder weather. The temperatures experienced during the weather hedge period ending March 31, 2026 were colder than in the prior-year period and, therefore, the Company recorded an expense under the weather hedge contracts of $5.0 million in fiscal 2026 versus a $3.1 million expense recorded in fiscal 2025.

EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)

EBITDA (Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization) and Adjusted EBITDA (Earnings from continuing operations before net interest expense, income taxes, depreciation and amortization, (increase) decrease in the fair value of derivatives, other income (loss), net, multiemployer pension plan withdrawal charge, gain or loss on debt redemption, goodwill impairment, and other non-cash and non-operating charges) are non-GAAP financial measures that are used as supplemental financial measures by management and external users of the Company’s financial statements, such as investors, commercial banks and research analysts, to assess Star’s position with regard to the following:

compliance with certain financial covenants included in our debt agreements;

financial performance without regard to financing methods, capital structure, income taxes or historical cost basis;

operating performance and return on invested capital compared to those of other companies in the retail distribution of refined petroleum products, without regard to financing methods and capital structure;

ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; and

the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.

The method of calculating Adjusted EBITDA may not be consistent with that of other companies, and EBITDA and Adjusted EBITDA both have limitations as analytical tools and so should not be viewed in isolation but in conjunction with measurements that are computed in accordance with GAAP. Some of the limitations of EBITDA and Adjusted EBITDA are as follows:

EBITDA and Adjusted EBITDA do not reflect cash used for capital expenditures;

although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced and EBITDA and Adjusted EBITDA do not reflect the cash requirements for such replacements;

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, working capital;

EBITDA and Adjusted EBITDA do not reflect the cash necessary to make payments of interest or principal on indebtedness; and

EBITDA and Adjusted EBITDA do not reflect the cash required to pay taxes.

REMINDER:

Members of Star's management team will host a webcast and conference call at 11:00 a.m. Eastern Time tomorrow, August 6, 2026. The webcast will be accessible on the company’s website, at www.stargrouplp.com, and the telephone number for the conference call is 888-346-3470 (or 412-317-5169 for international callers).

About Star Group, L.P.

Star Group, L.P. is a full service provider specializing in the sale of home heating products and services to residential and commercial customers to heat their homes and buildings. The Company also sells and services heating and air conditioning equipment to its home heating oil and propane customers and, to a lesser extent, provides these offerings to customers outside of its home heating oil and propane customer base. Star also sells diesel, gasoline and home heating oil on a delivery only basis. We believe Star is the nation's largest retail distributor of home heating oil based upon sales volume. Including its propane locations, Star serves customers in the more northern and eastern states within the Northeast and Mid-Atlantic U.S. regions. Additional information is available by obtaining the Company's SEC filings at www.sec.gov and by visiting Star's website at www.stargrouplp.com, where unit holders may request a hard copy of Star’s complete audited financial statements free of charge.

Forward Looking Information

This news release includes "forward-looking statements" which represent the Company’s expectations or beliefs concerning future events that involve risks and uncertainties, including the impact of geopolitical events, such as the ongoing military conflicts in the Middle East, on wholesale product cost volatility, the price and supply of the products that we sell, our ability to purchase sufficient quantities of product to meet our customer’s needs, rapid increases in levels of inflation, the consumption patterns of our customers, our ability to obtain satisfactory gross profit margins, the effect of weather conditions on our financial performance, our ability to obtain new customers and retain existing customers, our ability to make strategic acquisitions, the impact of litigation, natural gas conversions and electrification of heating systems, pandemic and future global health pandemics, recessionary economic conditions, future union relations and the outcome of current and future union negotiations, the impact of current and future governmental regulations, including federal, state and municipal laws restricting greenhouse gases ("GHG") emissions and federal, state and local environmental, health, and safety regulations, the ability to attract and retain employees, customer credit worthiness, counterparty credit worthiness, marketing plans, cyber-attacks, global supply chain issues, labor shortages and new technology, including alternative methods for heating and cooling residences. All statements other than statements of historical facts included in this Report including, without limitation, the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein, are forward-looking statements. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “seek,” “estimate,” and similar expressions are intended to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Actual results may differ materially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, those set forth under the heading "Risk Factors" and "Business Strategy" in our Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended September 30, 2025. Important factors that could cause actual results to differ materially from the Company’s expectations ("Cautionary Statements") are disclosed in this news release and in the Company’s Form 10-K and our Quarterly Reports on Form 10-Q. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. Unless otherwise required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this news release.

(financials follow)

STAR GROUP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, September 30,

(in thousands) 2026 2025

ASSETS (unaudited)

Current assets

Cash and cash equivalents $ 27,003 $ 24,683

Receivables, net of allowance of $8,938 and $7,196, respectively 160,063 102,119

Inventories 58,332 47,022

Fair asset value of derivative instruments 10,819 790

Prepaid expenses and other current assets 35,614 32,667

Total current assets 291,831 207,281

Property and equipment, net 127,049 128,605

Operating lease right-of-use assets 93,993 93,264

Goodwill 293,955 293,350

Intangibles, net 111,954 124,892

Restricted cash 250 250

Captive insurance collateral 80,385 78,189

Deferred charges and other assets, net 10,671 11,500

Total assets $ 1,010,088 $ 937,331

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities

Accounts payable $ 35,903 $ 33,667

Fair liability value of derivative instruments — 1,398

Current maturities of long-term debt 21,000 21,000

Current portion of operating lease liabilities 20,252 19,934

Accrued expenses and other current liabilities 151,421 119,497

Unearned service contract revenue 68,028 66,927

Customer credit balances 39,465 86,810

Total current liabilities 336,069 349,233

Long-term debt 151,569 167,118

Long-term operating lease liabilities 77,057 77,206

Deferred tax liabilities, net 41,310 30,823

Other long-term liabilities 15,238 16,171

Partners' capital

Common unitholders 405,481 314,733

General partner (6,727 ) (6,605 )

Accumulated other comprehensive loss, net of taxes (9,909 ) (11,348 )

Total partners' capital 388,845 296,780

Total liabilities and partners' capital $ 1,010,088 $ 937,331

STAR GROUP, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30, Nine Months Ended June 30,

(in thousands, except per unit data - unaudited) 2026 2025 2026 2025

Sales:

Product $ 267,009 $ 216,158 $ 1,404,780 $ 1,280,722

Installations and services 91,062 89,460 259,262 256,004

Total sales 358,071 305,618 1,664,042 1,536,726

Cost and expenses:

Cost of product 195,199 144,521 876,174 800,170

Cost of installations and services 75,486 75,240 239,573 233,115

(Increase) decrease in the fair value of derivative instruments 8,019 (603 ) (13,398 ) (11,962 )

Delivery and branch expenses 98,945 90,649 338,656 314,903

Depreciation and amortization expenses 8,333 9,197 25,373 26,012

General and administrative expenses 8,039 7,564 24,348 22,934

Finance charge income (1,877 ) (1,773 ) (4,030 ) (3,860 )

Operating income (loss) (34,073 ) (19,177 ) 177,346 155,414

Interest expense, net (3,586 ) (3,639 ) (11,548 ) (11,114 )

Amortization of debt issuance costs (259 ) (274 ) (786 ) (804 )

Income (loss) before income taxes $ (37,918 ) $ (23,090 ) $ 165,012 $ 143,496

Income tax expense (benefit) (9,929 ) (6,461 ) 48,928 41,330

Net income (loss) $ (27,989 ) $ (16,629 ) $ 116,084 $ 102,166

General Partner's interest in net income (loss) (275 ) (157 ) 1,137 952

Limited Partners' interest in net income (loss) $ (27,714 ) $ (16,472 ) $ 114,947 $ 101,214

Per unit data (Basic and Diluted):

Net income (loss) available to limited partners $ (0.84 ) $ (0.48 ) $ 3.49 $ 2.93

Dilutive impact of theoretical distribution of earnings — — 0.59 0.48

Basic and diluted income (loss) per Limited Partner Unit: $ (0.84 ) $ (0.48 ) $ 2.90 $ 2.45

Weighted average number of Limited Partner units outstanding (Basic and Diluted) 32,835 34,340 32,935 34,498

SUPPLEMENTAL INFORMATION

STAR GROUP, L.P. AND SUBSIDIARIES

RECONCILIATION OF EBITDA AND ADJUSTED EBITDA

(Unaudited)

Three Months Ended June 30,

(in thousands) 2026 2025

Net loss $ (27,989 ) $ (16,629 )

Plus:

Income tax benefit (9,929 ) (6,461 )

Amortization of debt issuance costs 259 274

Interest expense, net 3,586 3,639

Depreciation and amortization 8,333 9,197

EBITDA (25,740 ) (9,980 )

(Increase) / decrease in the fair value of derivative instruments 8,019 (603 )

Adjusted EBITDA (17,721 ) (10,583 )

Add / (subtract)

Income tax benefit 9,929 6,461

Interest expense, net (3,586 ) (3,639 )

Provision for losses on accounts receivable 3,647 3,424

Decrease in accounts receivables 98,464 83,850

Decrease in inventories 22,562 22,575

Increase in customer credit balances 9,791 12,059

Change in deferred taxes (4,179 ) (1,032 )

Change in other operating assets and liabilities (627 ) (40,613 )

Net cash provided by operating activities $ 118,280 $ 72,502

Net cash used in investing activities $ (3,134 ) $ (13,100 )

Net cash used in financing activities $ (100,333 ) $ (49,822 )

Home heating oil and propane gallons sold 32,800 36,200

Other petroleum products 29,100 32,000

Total all products 61,900 68,200

SUPPLEMENTAL INFORMATION

STAR GROUP, L.P. AND SUBSIDIARIES

RECONCILIATION OF EBITDA AND ADJUSTED EBITDA

(Unaudited)

Nine Months Ended June 30,

(in thousands) 2026 2025

Net income $ 116,084 $ 102,166

Plus:

Income tax expense 48,928 41,330

Amortization of debt issuance costs 786 804

Interest expense, net 11,548 11,114

Depreciation and amortization 25,373 26,012

EBITDA 202,719 181,426

(Increase) / decrease in the fair value of derivative instruments (13,398 ) (11,962 )

Adjusted EBITDA 189,321 169,464

Add / (subtract)

Income tax expense (48,928 ) (41,330 )

Interest expense, net (11,548 ) (11,114 )

Provision for losses on accounts receivable 6,451 6,593

Increase in accounts receivables (64,404 ) (40,872 )

(Increase) decrease in inventories (11,215 ) 425

Decrease in customer credit balances (47,513 ) (49,341 )

Change in deferred taxes 9,984 10,372

Change in other operating assets and liabilities 35,055 12,346

Net cash provided by operating activities $ 57,203 $ 56,543

Net cash used in investing activities $ (12,953 ) $ (99,507 )

Net cash used in financing activities $ (41,930 ) $ (46,289 )

Home heating oil and propane gallons sold 271,200 262,600

Other petroleum products 85,700 91,600

Total all products 356,900 354,200

CONTACT:

Star Group, L.P. Chris Witty

Investor Relations Darrow Associates

203/328-7310 646/438-9385 or cwitty@darrowir.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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