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Energy Transfer (NYSE: ET) completes $650M and $1.1B junior notes due 2057

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Energy Transfer LP completed an underwritten public offering of $650,000,000 aggregate principal amount of its Series 2026A Junior Subordinated Notes due 2057 and $1,100,000,000 aggregate principal amount of its Series 2026B Junior Subordinated Notes due 2057.

The notes were issued under an Indenture dated December 14, 2022 with U.S. Bank Trust Company, National Association as trustee, as supplemented by Eleventh and Twelfth Supplemental Indentures dated July 20, 2026. The securities were registered under the Securities Act on a Form S-3ASR shelf (File No. 333-279982) and offered pursuant to a Prospectus Supplement dated July 6, 2026, filed under Rule 424(b) on July 8, 2026. A legal opinion of Latham & Watkins LLP and the forms of the notes and supplemental indentures are included as exhibits.

Positive

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Negative

  • None.
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.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series 2026A Notes principal $650,000,000 Aggregate principal amount of Series 2026A Junior Subordinated Notes due 2057
Series 2026B Notes principal $1,100,000,000 Aggregate principal amount of Series 2026B Junior Subordinated Notes due 2057
Notes maturity year 2057 Stated maturity year for both Series 2026A and Series 2026B Junior Subordinated Notes
Junior Subordinated Notes financial
"Series 2026A Junior Subordinated Notes due 2057"
Junior subordinated notes are a type of bond: a loan investors make to a company that ranks low in the repayment order if the company runs into trouble. Because they are paid after other creditors, they usually offer higher interest to compensate for greater risk; think of them as being near the back of the line at a crowded payout window. Investors care because these notes affect potential returns and downside exposure, and they influence a company’s overall borrowing risk and credit profile.
Indenture regulatory
"The Notes were issued under the Indenture, dated as of December 14, 2022"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Registration Statement on Form S-3ASR regulatory
"pursuant to a Registration Statement on Form S-3ASR (File No. 333-279982)"
A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.
Prospectus Supplement regulatory
"as supplemented by the Prospectus Supplement, dated July 6, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Rule 424(b) regulatory
"filed with the Securities and Exchange Commission pursuant to Rule 424(b)"
Rule 424(b) is a U.S. Securities and Exchange Commission requirement that companies file the exact prospectus or prospectus supplement they use to sell securities after a registration statement becomes effective. Think of it as the official posting of the final sales brochure so investors can see the precise terms, risks and use of proceeds; it matters because it ensures transparency, helps investors compare offerings and confirms the issuer complied with disclosure rules.

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FAQ

What securities did Energy Transfer (ET) issue on July 20, 2026?
Energy Transfer issued $650,000,000 of Series 2026A Junior Subordinated Notes due 2057 and $1,100,000,000 of Series 2026B Junior Subordinated Notes due 2057 in an underwritten public offering.

Under what indenture were Energy Transfer (ET)’s 2026A and 2026B notes issued?
The notes were issued under an Indenture dated December 14, 2022 between Energy Transfer LP and U.S. Bank Trust Company, National Association as trustee, supplemented by the Eleventh and Twelfth Supplemental Indentures dated July 20, 2026.

How were Energy Transfer (ET)’s new notes registered with the SEC?
The notes were registered under the Securities Act through a Registration Statement on Form S-3ASR (File No. 333-279982), using a Prospectus Supplement dated July 6, 2026 filed under Rule 424(b) on July 8, 2026.

What is the maturity of Energy Transfer (ET)’s Series 2026A and 2026B notes?
Both the Series 2026A and Series 2026B Junior Subordinated Notes issued by Energy Transfer LP are stated to be due 2057, giving them very long-dated maturities from their July 20, 2026 issuance date.

Who is identified as signing for Energy Transfer (ET) in connection with this disclosure?
The signature block identifies Dylan A. Bramhall, Executive Vice President and Group Chief Financial Officer, signing on behalf of Energy Transfer LP through its general partner, LE GP, LLC, dated July 20, 2026.
false 0001276187 0001276187 2026-07-20 2026-07-20 0001276187 et:CommonUnitsMember 2026-07-20 2026-07-20 0001276187 us-gaap:SeriesAPreferredStockMember 2026-07-20 2026-07-20
 
 

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): July 20, 2026

 

 

ENERGY TRANSFER LP

(Exact name of registrant as specified in its charter)

 

 

 

Texas   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 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(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 July 20, 2026, Energy Transfer LP (the “Partnership”) completed its previously reported underwritten public offering (the “Offering”) of $650,000,000 aggregate principal amount of its Series 2026A Junior Subordinated Notes due 2057 (the “Series 2026A Notes”) and $1,100,000,000 aggregate principal amount of its Series 2026B Junior Subordinated Notes due 2057 (the “Series 2026B Notes” and, together with the Series 2026A 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 (a) in the case of the Series 2026A Notes, the Eleventh Supplemental Indenture, dated as of July 20, 2026 (the “Eleventh Supplemental Indenture”), and (b) in the case of the Series 2026B Notes, the Twelfth Supplemental Indenture, dated as of July 20, 2026 (the “Twelfth Supplemental Indenture” and, together with the Eleventh Supplemental Indenture, the “Supplemental Indentures”).

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 amended by Post-Effective Amendment No. 1 thereto and as supplemented by the Prospectus Supplement, dated July 6, 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 July 8, 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 Supplemental Indentures 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, the Eleventh Supplemental Indenture and the Twelfth Supplemental Indenture, copies of which are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, 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    Eleventh Supplemental Indenture, dated as of July 20, 2026, between Energy Transfer LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee.
4.3    Twelfth Supplemental Indenture, dated as of July 20, 2026, between Energy Transfer LP, as issuer, and U.S. Bank Trust Company, National Association, as trustee.
4.4    Form of Series 2026A Junior Subordinated Notes (included in Exhibit 4.2 hereto).
4.5    Form of Series 2026B Junior Subordinated Notes (included in Exhibit 4.3 hereto).
5.1    Opinion of Latham & Watkins LLP.
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).

 

2

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
Date: July 20, 2026     By:   LE GP, LLC, its general partner
     

/s/ Dylan A. Bramhall

      Dylan A. Bramhall
      Executive Vice President and Group Chief Financial Officer

 

3

Source: View Original Filing on SEC EDGAR

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