UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSION~~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~~

August 11, 2025
Date of Report (Date of earliest event reported)
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.)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2025

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)

(214) 981-0700 ~~(Registrant’s telephone number, including area code)~~

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

TradingSymbol(s)

Name of each exchangeon which registered

~~Trading symbol(s)~~

~~Name of each exchange on which registered~~

Common Units

New York Stock Exchange

~~New York Stock Exchange~~

9.250% Series I Fixed Rate Perpetual Preferred Units

ETprI

New York Stock Exchange

~~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~~August 11, ~~with~~2025, ~~General~~Energy ~~Instruction~~Transfer BLP (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.2P. Morgan ofSecurities ~~Form~~LLC, ~~8-K~~PNC Capital Markets LLC, TD Securities (USA) LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, 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~~the 18public ofoffering (the ~~Securities~~“Offering”) ~~Exchange~~by ~~Act~~the Partnership of ~~1934~~$1,200,000,000 asaggregate ~~amended~~principal amount of its Series 2025A junior subordinated notes due 2056 (the “~~Exchange~~Series ~~Act~~2025A Notes”) and $800,000,000 ~~nor~~aggregate ~~shall~~principal itamount beof ~~deemed~~its ~~incorporated~~Series by2025B ~~reference~~junior insubordinated ~~any~~notes ~~filing~~due ~~under~~2056 (the ~~Securities~~“Series ~~Act~~2025B ofNotes” ~~1933~~and, astogether ~~amended,~~with orthe Series 2025A Notes, the ~~Exchange~~“Notes”). ~~Act~~Initially, ~~except~~the asSeries ~~shall~~2025A beNotes ~~expressly~~will ~~set~~bear ~~forth~~interest byat ~~specific~~an ~~reference~~annual inrate ~~such~~of a6.500% ~~filing~~and the Series 2025B Notes will bear interest at an annual rate of 6.750%.

~~Members~~The ofOffering ~~management~~was ofregistered ~~Energy~~under ~~Transfer~~the LPSecurities ~~(NYSE:~~Act ~~ET)~~of 1933, as amended (the “~~Partnership~~Securities Act”), ~~will~~pursuant ~~hold~~to ~~informational~~a ~~sessions~~Registration ~~with~~Statement ~~investors~~on ~~and~~Form S-3 ~~analysts~~(File atNo. 333-279982) ~~Citi’s~~of ~~2025~~the ~~Natural~~Partnership, ~~Resources~~which ~~Conference~~became ~~being~~effective ~~held~~on ~~August~~June 6, ~~12-14~~2024, inas ~~Las~~supplemented ~~Vegas~~by the Prospectus Supplement dated August 11, ~~Nevada.~~2025, Inas filed with the ~~informational~~Securities ~~sessions,~~and ~~which~~Exchange ~~are~~Commission ~~scheduled~~pursuant to ~~begin~~Rule 424(b) atof ~~8:00~~the ~~a.m.~~Securities ~~Pacific~~Act ~~time~~on ~~(10:00~~August 11, a2025.m. ~~Central)~~The Offering is expected to close on ~~Tuesday~~August 25, ~~August 12th~~2025, ~~management~~subject ~~anticipates~~to ~~providing~~the ansatisfaction ~~overview~~ of ~~activities~~customary atclosing ~~each~~conditions. The Partnership intends to use the net proceeds of $1.980 billion (before offering expenses) from the Offering to repay borrowings under the Partnership’s ~~business~~revolving ~~segments~~credit facility and ~~updates~~for ongeneral ~~its~~partnership ~~growth projects~~purposes.

The ~~Prior~~Underwriting toAgreement ~~the~~contains ~~meetings~~customary representations, ~~interested~~warranties ~~parties~~and ~~will~~agreements beby ~~able to 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~~and ~~not undertake 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 concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject~~ to atime, ~~variety~~engage ofin ~~known~~transactions ~~and~~with ~~unknown risks, uncertainties,~~ and ~~other~~perform ~~factors~~services ~~that~~for ~~are~~the ~~difficult~~Partnership ~~to predict~~ and ~~many~~its ofaffiliates ~~which~~in ~~are~~the ~~beyond~~ordinary ~~management’s~~course ~~control~~of business. AnAffiliates ~~extensive~~of ~~list~~each of ~~factors~~the ~~that~~Underwriters ~~can affect future results~~ are ~~discussed~~lenders inunder the Partnership’s ~~Annual~~revolving ~~Report~~credit onfacility. ~~Form 10-K~~Accordingly, ~~Quarterly~~each ~~Reports~~of onthe ~~Form~~Underwriters ~~10-Q,~~ and ~~other~~their ~~documents~~affiliates ~~filed~~may ~~from~~receive ~~time~~a toportion ~~time~~of ~~with~~ the ~~Securities~~net ~~and~~proceeds ~~Exchange~~from ~~Commission.~~the ~~The~~Offering ~~Partnership~~through ~~undertakes no obligation to update or revise~~ any ~~forward-looking~~repayment ~~statement~~of toborrowings ~~reflect~~under ~~new~~the ~~information~~Partnership’s orrevolving ~~events~~credit facility.

The foregoing description of the Underwriting Agreement is not complete and is 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 this Item 1.01 by reference.

Item 8.01.

Other Events.

On August 11, 2025, the Partnership issued a press release relating to the pricing of the Offering.

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 August 11, 2025 among Energy Transfer LP, as issuer, and J.P. Morgan Securities LLC, PNC Capital Markets LLC, TD Securities (USA) LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, with respect to the Notes.

99.1		Energy Transfer LP Press Release, dated as of August 11, 2025, 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:	~~By:~~LE GP, LLC, its general partner	~~LE GP, LLC, its general partner~~
Date:	August 11, 2025			/s/ Dylan A. Bramhall
Date: August 12, 2025		/s/ Dylan A. Bramhall
		Dylan A. Bramhall		~~Dylan A. Bramhall~~
				Executive Vice President &
		Executive Vice President and Group Chief Financial Officer
				Group Chief Financial Officer

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