UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 612, 2026

Date of Report (Date of earliest event reported)

ENERGY TRANSFER LP

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware		1-32740		30-0108820
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification ~~Number~~No.)

8111 Westchester Drive, Suite 600 Dallas, Texas 75225 (Address of principal executive offices, including zip code)

Dallas, TX 75225

(Address of principal executive offices)

(214) 981-0700

(Registrant’s telephone number, including area code)

N/A

(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~~Symbol(s)	Name of each ~~exchange~~exchangeon on which registered
Common Units	ET	New York Stock Exchange
9.250% Series I Fixed Rate Perpetual Preferred Units	ETprI	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 7 1.01. ~~Regulation~~Entry FDinto ~~Disclosure.~~a Material Definitive Agreement.

InOn ~~accordance~~January 12, 2026, Energy Transfer LP (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with ~~General~~BofA ~~Instruction~~Securities, BInc.2, Deutsche Bank Securities Inc., ofMizuho ~~Form~~Securities ~~8-K~~USA LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as joint book-running managers and representatives of the ~~following~~several ~~information~~underwriters ~~shall~~named ~~not~~therein be(collectively, ~~deemed~~the “~~filed~~Underwriters”), ~~for~~with ~~purposes~~respect ofto ~~Section 18~~the ofpublic offering (the ~~Securities~~“Offering”) ~~Exchange~~by ~~Act~~the Partnership of ~~1934~~$1,000,000,000 asaggregate ~~amended~~principal amount of its 4.550% Senior Notes due 2031 (the “~~Exchange~~2031 ~~Act~~Notes”), ~~nor~~$1,000,000,000 ~~shall~~aggregate itprincipal beamount ~~deemed~~of ~~incorporated~~its by5.350% ~~reference~~Senior inNotes ~~any~~due ~~filing~~2036 ~~under~~ (the ~~Securities~~“2036 ~~Act~~Notes”) ofand ~~1933~~$1,000,000,000 asaggregate ~~amended,~~principal oramount ~~the~~of ~~Exchange~~its ~~Act,~~6.300% ~~except~~Senior asNotes ~~shall~~due be2056 ~~expressly~~(the ~~set~~“2056 ~~forth~~Notes” byand, ~~specific~~together ~~reference~~with inthe ~~such~~2031 aNotes ~~filing~~and the 2036 Notes, the “Notes”).

~~Members~~The ofOffering ~~management~~was registered under the Securities Act of ~~Energy~~1933, ~~Transfer~~as LPamended (the “~~Partnership~~Securities Act”), ~~will~~pursuant ~~hold~~to ~~informational~~a ~~sessions~~Registration ~~with~~Statement ~~investors~~on ~~and~~Form ~~analysts~~S-3 at(File ~~the~~No. 333-279982) ~~Goldman~~of ~~Sachs~~the ~~Energy~~Partnership, ~~CleanTech~~which became effective on June &6, ~~Utilities~~2024, ~~Conference~~as ~~held~~supplemented by the Prospectus Supplement dated January 512, 62026 ~~and~~relating 7to inthe ~~Aventura~~Offering, ~~Florida.~~as Infiled with the ~~informational~~Securities ~~sessions,~~and ~~which~~Exchange ~~are~~Commission ~~scheduled~~pursuant to ~~begin~~Rule at424(b) ~~8:00~~of ~~a.m.~~the ~~Eastern~~Securities ~~Standard~~Act ~~Time,~~on ~~Tuesday~~January 12, 2026. The Offering is expected to close on January ~~6th~~27, ~~management~~2026, ~~anticipates~~subject ~~providing~~to ~~its~~the ~~outlook~~satisfaction ~~for~~of ~~capital~~customary ~~investment~~closing conditions. The Partnership intends to use the net proceeds of approximately $2.97 billion (before offering expenses) from the Offering to refinance existing indebtedness, including to repay commercial paper and ~~earnings~~borrowings ~~estimates~~under the Partnership’s revolving credit facility, and for ~~full-year~~general ~~2026~~partnership purposes.

~~Prior~~The toUnderwriting ~~the~~Agreement ~~meetings,~~contains ~~interested~~customary ~~parties~~representations, ~~will~~warranties beand ~~able~~agreements toby ~~view~~ the ~~prepared~~Partnership, ~~materials~~and bycustomary ~~visiting~~conditions ~~our~~to ~~website~~closing, ~~at:~~indemnification ~~http://www.energytransfer.com~~obligations ~~under~~of ~~“Investor~~the ~~Relations – Presentations & Webcasts”. The~~ Partnership, ~~does~~as ~~not~~applicable, ~~undertake~~and ~~to update~~ the ~~information as posted on its website; however~~Underwriters, itincluding ~~may~~for ~~post~~liabilities ~~additional~~under ~~information~~the ~~included~~Securities ~~in future press releases and Current Reports on Form 8-K~~Act, asother ~~well~~obligations asof ~~posting~~the ~~its~~parties ~~periodic~~and ~~Exchange~~termination ~~Act reports~~provisions.

~~This~~The ~~report~~Underwriters may, ~~include~~from ~~certain~~time ~~statements~~to ~~concerning~~time, ~~expectations~~engage in transactions with and perform services for the ~~future~~Partnership ~~that~~and ~~are~~its ~~forward-looking~~affiliates ~~statements~~in asthe ~~defined~~ordinary bycourse ~~federal~~of ~~law~~business. ~~Such~~Affiliates ~~forward-looking~~of ~~statements~~each of the Underwriters are ~~subject~~lenders tounder athe ~~variety~~Partnership’s revolving credit facility. Accordingly, each of ~~known~~the Underwriters and ~~unknown~~their ~~risks,~~affiliates ~~uncertainties,~~may ~~and~~receive ~~other~~a ~~factors~~portion ~~that~~of ~~are~~the ~~difficult~~net toproceeds ~~predict~~from ~~and~~this ~~many~~Offering through any repayment of ~~which~~borrowings ~~are~~under ~~beyond~~the ~~management~~Partnership’s ~~control.~~revolving Ancredit ~~extensive~~facility. ~~list~~Additionally, certain of ~~factors~~the ~~that~~Underwriters ~~can~~or ~~affect~~their ~~future~~affiliates ~~results~~ are ~~discussed~~dealers inon the Partnership’s ~~Annual~~commercial ~~Report~~paper onprogram ~~Form~~and ~~10-K,~~may ~~Quarterly~~receive ~~Reports~~a onportion ~~Form~~of ~~10-Q,~~the ~~and~~net ~~other~~proceeds ~~documents filed~~ from ~~time~~this toOffering ~~time~~through ~~with~~any ~~the~~repayment ~~Securities~~of ~~and~~borrowings ~~Exchange~~under ~~Commission.~~such ~~The~~commercial ~~Partnership~~paper ~~undertakes~~program, noto ~~obligation~~the toextent ~~update~~they orare ~~revise~~holding any ~~forward-looking~~of ~~statement~~the toPartnership’s ~~reflect~~commercial ~~new information or events~~paper.

~~Also,~~The onforegoing ~~January~~description 6,of ~~2026,~~ the ~~Partnership~~Underwriting ~~issued~~Agreement ais ~~press~~not ~~release~~complete toand ~~provide~~is ~~its~~qualified ~~outlook~~in ~~for~~its ~~capital~~entirety ~~investment~~by ~~and~~reference ~~earnings~~to ~~estimates~~the ~~for~~ full~~-year~~ ~~2026.~~text ~~A copy~~ of ~~this~~the ~~press~~Underwriting ~~release~~Agreement, which is ~~furnished~~attached as Exhibit 991.1 to this ~~report~~Current ~~and~~Report ison Form 8-K and incorporated ~~herein~~into this Item 1.01 by reference.

Item 9 8.01. ~~Financial~~Other ~~Statement and Exhibits~~Events.

~~(d)~~On ~~Exhibits.~~January In12, ~~accordance with General Instruction B.2 of Form 8-K~~2026, the ~~information~~Partnership ~~set~~issued ~~forth~~a inpress ~~the~~release ~~attached~~relating ~~Exhibit 99.1 is deemed~~ to bethe ~~“furnished”~~pricing ~~and~~of ~~shall~~the ~~not~~Offering becontemplated ~~deemed~~by ~~to be “filed” for purposes of Section 18 of~~ the ~~Exchange~~Underwriting ~~Act~~Agreement.

Exhibit Number		Description of the Exhibit
99.1		Energy Transfer LP Press Release, dated January 6, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description of the Exhibit

1.1		Underwriting Agreement, dated as of January 12, 2026 among Energy Transfer LP, as issuer, and BofA Securities, Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein, with respect to the Notes.

99.1		Energy Transfer LP Press Release, dated as of January 12, 2026, announcing the pricing of the Notes.

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

SIGNATURES

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.

	Energy Transfer LP
	ENERGY TRANSFER LP
	By:	LE GP, LLC, its general partner
Date: January 6, 2026
Date: January 13, 2026	/s/ Dylan A. Bramhall
	By:	/s/ Dylan A. Bramhall
	Dylan A. Bramhall
		Dylan A. Bramhall
	Executive Vice President and Group Chief Financial Officer
		Executive Vice President and Group Chief Financial Officer

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