Energy Transfer LP美股招股说明书(2026-07-08版)

Energy Transfer LP $650,000,000 Series 2026A Junior Subordinated Notes due 2057 $1,100,000,000 Series 2026B Junior Subordinated Notes due 2057 We are offering $1,750,000,000 aggregate principal amount of fixed-to-fixed reset rate junior subordinated notes of the following series: $650,000,000 aggregate principal amount ofour Series 2026A Junior Subordinated Notes due 2057 (the “Series 2026A notes”) and $1,100,000,000 aggregate principal amount of our Series 2026B Junior Subordinated Notes due 2057(the “Series 2026B notes”). We refer to the Series 2026A notes and the Series 2026B notes, collectively, as the “notes.” The Series 2026A notes will bear interest (i)from and including the original issue date (as defined herein) to, but excluding, January15, 2032 at the rate of 6.550% per annum and(ii)from and including January15, 2032, during each Reset Period (as defined herein) at a rate per annum equal to the Five-year U.S.Treasury Rate (as defined herein) as of the most recentReset Interest Determination Date (as defined herein) plus a spread of 2.336%, to be reset on each Reset Date (as defined herein). The Series 2026A notes will mature on January15, 2057. The Series 2026B notes will bear interest (i)from and including the original issue date (as defined herein) to, but excluding, January15, 2037 at the rate of 6.700% per annum and(ii)from and including January15, 2037, during each Reset Period (as defined herein) at a rate per annum equal to the Five-year U.S.Treasury Rate (as defined herein) as of the most recentReset Interest Determination Date (as defined herein) plus a spread of 2.219%, to be reset on each Reset Date (as defined herein). The Series 2026B notes will mature on January15, 2057. Interest on the notes will accrue from and including July 20, 2026 and will be payable semi-annually on January15 and July15 of each year, beginning on January15, 2027. The terms of each series of notes will provide that so long as no event of default (as defined herein) with respect to the notes of such series has occurred and is continuing, we may, atour option, defer interest payments on such series of notes, from time to time, for one or more deferral periods of up to 20 consecutive semi-annual Interest Payment Periods (as definedherein) applicable to such series of notes each. During any deferral period applicable to either series of notes, interest on such series of notes will continue to accrue at the then-applicableinterest rate on the notes of such series (as reset from time to time on any Reset Date occurring during such deferral period in accordance with the terms of the notes of such series) and, inaddition, interest on deferred interest will accrue at the then-applicable interest rate on the notes with respect to the notes of either series (as reset from time to time on any Reset Dateoccurring during such deferral period in accordance with the terms of the notes of such series), compounded semi-annually, to the extent permitted by applicable law. See “Description of theNotes—Option to Defer Interest Payments.” The terms of each series of notes will provide that at our option, we may redeem notes of such series at the times and at the applicable redemption prices described in this prospectussupplement. The notes will be our unsecured obligations and will rank junior and subordinate in right of payment to the prior payment in full of our existing and future Senior Indebtedness (asdefined herein). The notes will rank equally in right of payment with our existing 2006 Series A Junior Subordinated Notes due 2066, our existing 8.000% Fixed-to-Fixed Reset Rate JuniorSubordinated Notes due 2054, our existing 7.125% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054, our existing 6.500% Series 2025A Junior Subordinated Notes due 2056,our existing 6.750% Series 2025B Junior Subordinated Notes due 2056 and with any future unsecured indebtedness that we may incur from time to time if the terms of such indebtednessprovide that it ranks equally with the notes in right of payment. None of our subsidiaries will guarantee the notes. The notes of each series are a new issue of securities with no established trading market. We do not intend to apply for the listing of the notes on any securities exchange or for thequotation of the notes on any automated dealer quotation system. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes in registered book-entry form only through the facilities of The Depository Trust Company on or about July 20, 2026. Joint Book-Running Managers CitigroupBarclaysCreditAgricoleCIBMUFGSOCIETEGENERALE TruistSecuritiesCIBCCapitalMarketsMorgan StanleySMBC NikkoWellsFargoSecurities J.P