Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING


(Check one):	☐ Form 10-K	☐ Form 20-F	☐ Form 11-K
	☒ Form 10-Q	☐ Form 10-D	☐ Form N-CEN	☐ Form N-CSR

	For Period Ended:	April 30, 2024
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Ferrellgas Partners, L.P.

Ferrellgas, L.P.

Ferrellgas Partners Finance Corp.

Ferrellgas Finance Corp.

Full Name of Registrants

Former Name if Applicable

One Liberty Plaza

Address of Principal Executive Office (Street and Number)

Liberty, Missouri 64068

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


☓	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☓	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CEN, or the transition report or portion thereof, could not be filed within the prescribed time period.

The registrants listed in Part I hereof (the “Registrants”) were unable, without unreasonable effort or expense, to timely file their Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2024 (the “Quarterly Report”) by the prescribed due date because additional time is required to finalize the financial statements and related disclosures and allow time for subsequent review due to evaluation of a judgment received on June 7, 2024 related to a longstanding litigation matter.

The Registrants expect to file the Quarterly Report within the five-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION


(1)	Name and telephone number of person to contact in regard to this notification
	Michael E. Cole	816	792-1600
	(Name)	(Area Code)	(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

			☒ Yes ☐ No

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

			☐ Yes ☒ No

	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2 of 3

Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas Partners Finance Corp., Ferrellgas Finance Corp.

(Name of Registrants as Specified in Charters)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


		FERRELLGAS PARTNERS, L.P.
		By Ferrellgas, Inc., its general partner

Date	June 14, 2024	By	/s/ Michael E. Cole
			Michael E. Cole
			Chief Financial Officer


		FERRELLGAS, L.P.
		By Ferrellgas, Inc., its general partner

Date	June 14, 2024	By	/s/ Michael E. Cole
			Michael E. Cole
			Chief Financial Officer


		FERRELLGAS PARTNERS FINANCE CORP.

Date	June 14, 2024	By	/s/ Michael E. Cole
			Michael E. Cole
			Chief Financial Officer and Sole Director


		FERRELLGAS FINANCE CORP.

Date	June 14, 2024	By	/s/ Michael E. Cole
			Michael E. Cole
			Chief Financial Officer and Sole Director

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.