Energy Transfer sells $3B in new senior notes

Energy Transfer LP completed an underwritten public debt offering, issuing a total of $3,000,000,000 of senior notes in three tranches.

Rhea-AI Filing Summary

Energy Transfer LP completed an underwritten public debt offering, issuing a total of $3,000,000,000 of senior notes in three tranches. The company sold $1,000,000,000 of 4.550% Senior Notes due 2031, $1,000,000,000 of 5.350% Senior Notes due 2036, and $1,000,000,000 of 6.300% Senior Notes due 2056. These notes were issued under an existing Indenture, as supplemented by a Tenth Supplemental Indenture, and were offered under an automatic shelf registration statement and related prospectus supplement.

Insights

Credit & capital structure analyst

Energy Transfer adds $3B of long-dated fixed-rate debt.

Energy Transfer LP issued three tranches of senior notes totaling $3,000,000,000, with maturities in 2031, 2036, and 2056. Coupon rates range from 4.550% to 6.300%, locking in fixed borrowing costs over long horizons and extending the company’s debt maturity profile.

The notes are issued under an existing Indenture and a Tenth Supplemental Indenture, which helps maintain consistent terms across the capital structure. As senior notes, they sit high in the repayment order relative to subordinated obligations, which is relevant for both creditors and overall funding strategy.

This transaction is a sizable financing move but is described only in terms of structure and size, without financial ratios or stated use of proceeds in the excerpt. Future periodic reports can provide clarity on how the added leverage interacts with cash flows and existing debt.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Energy Transfer (ET) announce in this 8-K?

Energy Transfer LP reported that it completed an underwritten public offering of $3,000,000,000 aggregate principal amount of senior notes in three separate series with maturities in 2031, 2036, and 2056.

How much debt did Energy Transfer (ET) issue and in what tranches?

Energy Transfer LP issued $1,000,000,000 of 4.550% Senior Notes due 2031, $1,000,000,000 of 5.350% Senior Notes due 2036, and $1,000,000,000 of 6.300% Senior Notes due 2056.

Under what legal framework were the new Energy Transfer notes issued?

The notes were issued under an existing Indenture dated December 14, 2022, as supplemented by a Tenth Supplemental Indenture dated January 27, 2026, with U.S. Bank Trust Company, National Association, as trustee.

Was the Energy Transfer senior notes offering registered with the SEC?

Yes. The offering was registered under the Securities Act of 1933 using a Form S-3ASR automatic shelf registration statement, and sold pursuant to a Prospectus Supplement dated January 12, 2026.

What interest rates apply to Energy Transfer’s new senior notes?

The new notes bear fixed coupons of 4.550% for the 2031 Notes, 5.350% for the 2036 Notes, and 6.300% for the 2056 Notes.

Who provided the legal opinion for the Energy Transfer notes issuance?

A legal opinion related to the notes was provided by Latham & Watkins LLP, which is included as Exhibit 5.1, along with a related consent in Exhibit 23.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/27/2026 - 04:01 PM Learn about SEC filing dates

false 0001276187 0001276187 2026-01-27 2026-01-27 0001276187 et:CommonUnitsMember 2026-01-27 2026-01-27 0001276187 us-gaap:SeriesAPreferredStockMember 2026-01-27 2026-01-27

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 27, 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)

(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 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(s)		Name of each exchange 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 1.01. Entry into a Material Definitive Agreement.

On January 27, 2026, Energy Transfer LP (the “Partnership”) completed its previously reported underwritten public offering (the “Offering”) 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-3ASR (File No. 333-279982) of the Partnership, which became effective on June 6, 2024, as supplemented by the Prospectus Supplement, dated January 12, 2026 (together with the accompanying prospectus, dated June 5, 2024, the “Prospectus Supplement”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on January 14, 2026. The legal opinion related to the Notes is included as Exhibit 5.1 to this Current Report on Form 8-K.

The terms of the Notes and the Tenth Supplemental Indenture are further described in the Prospectus Supplement under the captions “Description of the Notes” and “Description of Debt Securities.” Such descriptions do not purport to be complete and are qualified by reference to the Indenture and the Tenth Supplemental Indenture, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of the Exhibit
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).
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
		By: LE GP, LLC, its general partner
Date: January 27, 2026		/s/ Dylan A. Bramhall
		Dylan A. Bramhall
		Executive Vice President and Group Chief Financial Officer