Form 4: Suburban Propane VP HR Reports Equity Transactions

Suburban Propane's VP of Human Resources, Francesca Cleffi, reported multiple transactions involving common units and phantom units, including tax-related dispositions and new grants.

Summary

• Francesca Cleffi, Vice President of Human Resources at Suburban Propane Partners, L.P., reported several transactions involving the company's common units and phantom units.
• On November 14, 2025, 7,816 common units were disposed of at a price of $18.83 to satisfy tax liabilities associated with the vesting of previously granted restricted units.
• Also on November 14, 2025, 15,331 phantom units were converted into common units at $18.83, followed by an immediate disposition of 15,331 common units at the same price.
• On November 15, 2025, 17,415 common units were acquired at a price of $0.0000.
• Concurrently, 17,415 phantom units were acquired at a price of $0.0000 on November 15, 2025.
• Following these reported transactions, Cleffi's direct beneficial ownership stands at 105,776 common units and 34,049 phantom units.
• Phantom units vest one-third on each of the first three anniversaries of the grant date, converting to cash upon vesting based on the average of the highest and lowest trading prices of the Issuer's Common Units.

Sentiment

Score: 7

Explanation: The filing indicates routine executive compensation activity, including new grants of phantom units and common units, which is generally positive as it aligns executive incentives with company performance. The dispositions are primarily for tax purposes, a standard event.

Positives

• Acquisition of 17,415 common units at a price of $0.0000, indicating a grant or award.
• Acquisition of 17,415 phantom units at a price of $0.0000, representing future equity incentives and aligning management interests with company performance.
• A net increase in direct common unit beneficial ownership from 88,361 to 105,776 after all reported transactions, demonstrating continued executive investment.

Negatives

• Disposition of 7,816 common units at $18.83 to cover tax liabilities, which reduces direct holdings.
• Disposition of 15,331 common units at $18.83, which offset an acquisition of the same amount, resulting in no net change from that specific pair of transactions.

Risks

• Phantom units are subject to continuous employment or service of the reporting person from the grant date through the applicable payment date; failure to maintain employment could result in forfeiture.
• The value of phantom units upon vesting is tied to the future trading prices of the Issuer's Common Units, introducing market risk to the ultimate cash value received.

Future Outlook

Phantom units granted will vest one-third on each of the first three anniversaries of their grant date, contingent upon continuous employment. Upon vesting, these units will automatically convert into cash, with the value determined by the average of the highest and lowest trading prices of the Issuer's Common Units on the vesting date.

Industry Context

The reported transactions reflect standard executive compensation practices, where equity awards, such as restricted units and phantom units, are granted to align management interests with shareholder value and incentivize long-term retention. Tax-related dispositions are a common occurrence upon the vesting of such awards across various industries.

Comparison to Industry Standards

• The use of restricted units and phantom units as part of executive compensation is a common practice across various industries, including the energy and utilities sector where Suburban Propane operates.
• Companies like AmeriGas Partners, L.P. (APU) or Ferrellgas Partners, L.P. (FGP) often utilize similar equity-based incentive plans for their executives to encourage long-term performance and retention.
• The specific vesting schedules and tax withholding mechanisms observed in this filing are typical for such plans, aligning with general corporate governance and compensation benchmarks within the industry.

Corporate Governance

Related Party Transactions

• The reported transactions are part of the reporting person's compensation plan with the issuer, which is a standard employment-related transaction.

Stakeholder Impact

• Shareholders: Minor positive impact as executive compensation aligns management interests with shareholder value. No direct dilution or significant change in ownership structure is indicated.
• Employees: No direct impact on general employees, but reflects the company's executive compensation structure for leadership.
• Management: The reporting person's equity holdings and future incentives are updated, reflecting ongoing compensation and retention strategies.

Next Steps

• Future vesting of the phantom units on the first, second, and third anniversaries of their grant date, subject to continuous employment.

Key Dates

Recommendation

This Form 4 details routine executive compensation transactions, including grants and tax-related dispositions. It does not provide new fundamental information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions are consistent with established compensation practices.

Keywords

SPH, Suburban Propane, Form 4, insider transaction, equity compensation, phantom units, common units, executive compensation, restricted units