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): January 1227, 2026

ENERGY TRANSFER LP

(Exact name of registrant as specified in its charter)

Delaware

1-32740

30-0108820

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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

Dallas, Texas 75225

(Address of principal executive offices, including zip code)

(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~~TradingSymbol(s)	Name of each exchangeon 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 1.01.

Entry into a Material Definitive Agreement.

On January 12 27, 2026, Energy Transfer LP (the “Partnership”) ~~entered~~completed ~~into~~its anpreviously ~~underwriting~~reported ~~agreement~~underwritten (the “Underwriting Agreement”) with BofA Securities, Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as joint book-running managers and representatives of the several underwriters named therein (collectively, the “Underwriters”), with respect to the public offering (the “Offering”) ~~by the Partnership~~ of $1,000,000,000 aggregate principal amount of its 4.550% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of its 5.350% Senior Notes due 2036 (the “2036 Notes”) and $1,000,000,000 aggregate principal amount of its 6.300% Senior Notes due 2056 (the “2056 Notes” and, together with the 2031 Notes and the 2036 Notes, the “Notes”). The Notes were issued under the Indenture, dated as of December 14, 2022 (the “Indenture”), between the Partnership and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the Tenth Supplemental Indenture, dated as of January 27, 2026 (the “Tenth Supplemental Indenture”).

The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-33ASR (File No. 333-279982) of the Partnership, which became effective on June 6, 2024, as supplemented by the Prospectus Supplement, dated January 12, 2026 ~~relating~~(together towith the ~~Offering~~accompanying prospectus, asdated June 5, 2024, the “Prospectus Supplement”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on January 12 14, 2026. The ~~Offering~~legal isopinion ~~expected~~related to ~~close on January 27, 2026, subject to~~ the ~~satisfaction~~Notes ofis ~~customary~~included ~~closing~~as ~~conditions.~~Exhibit ~~The Partnership intends to use the net proceeds of approximately $2~~5.~~97 billion~~1 ~~(before offering expenses) from the Offering~~ to ~~refinance~~this ~~existing~~Current ~~indebtedness,~~Report ~~including~~on toForm ~~repay commercial paper and borrowings under the Partnership’s revolving credit facility, and for general partnership purposes~~8-K.

The ~~Underwriting~~terms ~~Agreement~~of ~~contains~~the ~~customary~~Notes ~~representations,~~and ~~warranties~~the ~~and~~Tenth ~~agreements~~Supplemental byIndenture are further described in the ~~Partnership,~~Prospectus Supplement under the captions “Description of the Notes” and ~~customary~~“Description ~~conditions~~of Debt Securities.” Such descriptions do not purport to ~~closing,~~be ~~indemnification~~complete ~~obligations~~and ofare ~~the~~qualified ~~Partnership,~~by asreference ~~applicable,~~to the Indenture and the ~~Underwriters~~Tenth Supplemental Indenture, ~~including~~copies ~~for~~of ~~liabilities~~which ~~under~~are ~~the~~filed ~~Securities~~as ~~Act~~Exhibit 4.1 and Exhibit 4.2, ~~other~~respectively, ~~obligations~~to ofthis ~~the~~Current ~~parties~~Report on Form 8-K and ~~termination~~incorporated ~~provisions~~by reference into this Item 1.01.

~~The~~Item ~~Underwriters may, from time to time, engage in transactions with and perform services for the Partnership and its affiliates in the ordinary course of business~~2. ~~Affiliates of each of the Underwriters are lenders under the Partnership’s revolving credit facility~~03. ~~Accordingly,~~Creation ~~each~~ of ~~the Underwriters and their affiliates may receive~~ a ~~portion~~Direct ofFinancial ~~the~~Obligation ~~net proceeds from this Offering through any repayment of borrowings under the Partnership’s revolving credit facility. Additionally, certain of the Underwriters~~ or ~~their~~an ~~affiliates~~Obligation ~~are dealers on the Partnership’s commercial paper program and may receive a portion of the net proceeds from this Offering through any repayment of borrowings~~ under ~~such~~an ~~commercial~~Off-Balance ~~paper~~Sheet ~~program, to the extent they are holding any of the Partnership’s commercial paper~~Arrangement.

The ~~foregoing~~information ~~description~~set offorth ~~the~~under ~~Underwriting~~“Item ~~Agreement~~1.01. isEntry ~~not~~into ~~complete~~a ~~and~~Material isDefinitive ~~qualified in its entirety by reference to the full text of the Underwriting~~ Agreement,” ~~which~~ is ~~attached as Exhibit 1.1 to this Current Report on Form 8-K and~~ incorporated ~~into~~herein ~~this Item 1.01~~ by reference.

Item 8.01. Other Events.

On January 12, 2026, the Partnership issued a press release relating to the pricing of the Offering contemplated by the Underwriting Agreement.

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.

ExhibitNumber		Description of the Exhibit
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.
4.1		Indenture, dated as of December 14, 2022, between Energy Transfer LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K (File No. 1-32740) filed December 14, 2022).
99.1		Energy Transfer LP Press Release, dated as of January 12, 2026, announcing the pricing of the Notes.
4.2		Tenth Supplemental Indenture, dated as of January 27, 2026, between Energy Transfer LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee.
4.3		Forms of Senior Notes (included in Exhibit 4.2 hereto).
5.1		Opinion of Latham & Watkins LLP related to the Notes.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto).
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
	By: LE GP, LLC, its general partner
Date: January 13, 2026		/s/ Dylan A. Bramhall
Date: January 27, 2026	/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~~

Filing Compare · Energy Transfer LP