8-K

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

January 6, 2026

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 Number)

8111 Westchester Drive, Suite 600

Dallas, TX 75225

(Address of principal executive offices)

(214) 981-0700

(Registrant’s telephone number, including area code)

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 7.01 Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Members of management of Energy Transfer LP (the “Partnership”) will hold informational sessions with investors and analysts at the Goldman Sachs Energy, CleanTech & Utilities Conference held January 5, 6 and 7 in Aventura, Florida. In the informational sessions, which are scheduled to begin at 8:00 a.m. Eastern Standard Time, Tuesday, January 6th, management anticipates providing its outlook for capital investment and earnings estimates for full-year 2026.

Prior to the meetings, interested parties will be able to view the prepared materials by visiting our website at: http://www.energytransfer.com under “Investor Relations – Presentations & Webcasts”. The Partnership does not undertake to update the information as posted on its website; however, it may post additional information included in future press releases and Current Reports on Form 8-K, as well as posting its periodic Exchange Act reports.

This report may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

Also, on January 6, 2026, the Partnership issued a press release to provide its outlook for capital investment and earnings estimates for full-year 2026. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.


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)

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 6, 2026

	By:	/s/ Dylan A. Bramhall
		Dylan A. Bramhall
		Executive Vice President and Group Chief Financial Officer

Exhibit 99.1

LOGO

ENERGY TRANSFER ANNOUNCES 2026 OUTLOOK

Dallas, January 6, 2026 - Energy Transfer LP (NYSE:ET) announced today its outlook for capital investment and earnings estimates for full-year 2026.

Growth Capital Expenditures

In 2026, Energy Transfer expects to invest $5.0 billion to $5.5 billion in growth capital, primarily on projects enhancing its natural gas network.

Energy Transfer is uniquely positioned to capture numerous opportunities in the current market given its nationwide natural gas gathering and transportation franchise and strong financial position. The strategic expansions are supported by long-term commitments with targeted returns in the mid-teens (sub-6.0x EBITDA build multiples). Energy Transfer’s growth capital excludes affiliates Sunoco LP (SUN) and USA Compression Partners, LP (USAC).

Energy Transfer remains focused on disciplined growth and expects to maintain its leverage target, as calculated by all three primary rating agencies, of 4.0 to 4.5 times EBITDA during this period of meaningful investment opportunities. Given the range of potential projects, the Partnership remains focused on disciplined growth, allocating capital to projects that are expected to generate the highest returns while balancing project risks.

Earnings

Energy Transfer expects continued growth in 2026 and to generate between $17.3 billion and $17.7 billion of consolidated Adjusted EBITDA, which includes SUN and USAC. Significant new projects are expected to ramp up and/or come on-line in 2026 including the Nederland Flexport NGL expansion, Mustang Draw I and Mustang Draw II processing plants in the Permian Basin, Hugh Brinson Pipeline Phase I, NGL projects on the Lone Star Express and Gateway Pipelines, and natural gas pipeline projects serving data center facilities in Texas.

Cash Distribution

Over the past three years, Energy Transfer has returned more than 50 percent of its annual cash flow each year to its unitholders through cash distributions. The Partnership expects to continue to target a long-term annual distribution growth rate of 3 to 5 percent. Cash distributions are supported by a growing asset base with exceptional product and geographic diversity with balanced earnings contributions from its nationwide network of natural gas, NGL, and crude oil assets.

For additional information on Adjusted EBITDA, please see “Non-GAAP Financial Measures” below.

Energy Transfer LP (NYSE: ET) owns and operates one of the largest and most diversified portfolios of energy assets in the United States, with approximately 140,000 miles of pipeline and associated energy infrastructure. Energy Transfer’s strategic network spans 44 states with assets in all of the major U.S. production basins. Energy Transfer is a publicly traded limited partnership with core operations that include complementary natural gas midstream, intrastate and interstate transportation and storage assets; crude oil, natural gas liquids (“NGL”) and refined product transportation and terminalling assets; and NGL fractionation. Energy Transfer also owns the general partner interests, the incentive distribution rights and 28.5 million common units (representing approximately 15% of the aggregate outstanding common and Class D units) of Sunoco LP (NYSE: SUN), and the general partner interests and 46.5 million common units (representing approximately 38% of the outstanding common units) of USA Compression Partners, LP (NYSE: USAC). For more information, visit the Energy Transfer LP website at www.energytransfer.com.

Forward-Looking Statements

This news release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results, including Adjusted EBITDA, cash distribution levels and capital expenditures, are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP financial measure used by industry analysts, investors, lenders and rating agencies to assess the financial performance and the operating results of Energy Transfer’s fundamental business activities and should not be considered in isolation or as a substitute for net income, income from operations, cash flows from operating activities or other GAAP measures.

There are material limitations to using measures such as Adjusted EBITDA, including the difficulty associated with using it as the sole measure to compare the results of one company to another, and the inability to analyze certain significant items that directly affect a company’s net income or loss or cash flows. In addition, our calculation of Adjusted EBITDA may not be consistent with similarly titled measures of other companies and should be viewed in conjunction with measures that are computed in accordance with GAAP, such as operating income, net income and cash flows from operating activities.

We define Adjusted EBITDA as total partnership earnings before interest, taxes, depreciation, depletion, amortization and other non-cash items, such as non-cash compensation expense, gains and losses on disposals of assets, the allowance for equity funds used during construction, unrealized gains and losses on commodity risk management activities, inventory valuation adjustments, non-cash impairment charges, losses on extinguishments of debt and other non-operating income or expense items. Inventory valuation adjustments that are excluded from the calculation of Adjusted EBITDA represent only the changes in lower of cost or market reserves on inventory that is carried at last-in, first-out (“LIFO”). These amounts are unrealized valuation adjustments applied to Sunoco LP’s fuel volumes remaining in inventory at the end of the period.

Adjusted EBITDA is used by management to determine our operating performance and, along with other financial and volumetric data, as internal measures for setting annual operating budgets, assessing financial performance of our numerous business locations, as a measure for evaluating targeted businesses for acquisition and as a measurement component of incentive compensation.

Due to the forward-looking nature of the Adjusted EBITDA estimate disclosed herein, management cannot reliably or reasonably predict certain of the necessary components of the most directly comparable forward-looking GAAP measures without unreasonable effort. Accordingly, we are unable to present a quantitative reconciliation of such forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures.

The information contained in this press release is available on our website at energytransfer.com.

Contacts

Investor Relations:

Bill Baerg

Brent Ratliff

Lyndsay Hannah

214-981-0795

Media Relations:

Vicki Granado

214-840-5820