FWP

Concurrent Offering:

Concurrently with this offering of the notes, under a separate prospectus supplement, we are offering $400 million aggregate principal amount of new junior subordinated notes (the “concurrent offering”). The closing of this offering is not conditioned on the closing of the concurrent offering, and the closing of the concurrent offering is not conditioned on the closing of this offering, and we may sell the notes or the new junior subordinated notes, or both.

CUSIP / ISIN:

29273V AZ3 / US29273VAZ31

29273V BA7 / US29273VBA70

29273V BB5 / US29273VBB53

Joint Book-Running Managers:

Barclays Capital Inc.

J.P. Morgan Securities LLC

MUFG Securities Americas Inc.

TD Securities (USA) LLC

Wells Fargo Securities, LLC

BBVA Securities Inc.

BMO Capital Markets Corp.

BofA Securities, Inc.

CIBC World Markets Corp.

Citigroup Global Markets Inc.

Credit Agricole Securities (USA) Inc.

Deutsche Bank Securities Inc.

Fifth Third Securities, Inc.

Mizuho Securities USA LLC

Morgan Stanley & Co. LLC

PNC Capital Markets LLC

Natixis Securities Americas LLC

RBC Capital Markets, LLC

Regions Securities LLC

Scotia Capital (USA) Inc.

SMBC Nikko Securities America, Inc.

SG Americas Securities, LLC

Truist Securities, Inc.

U.S. Bancorp Investments, Inc.

Filed Pursuant to Rule 433 of the Securities Act

Registration No. 333-279982

June 6, 2024

Final Pricing Terms

Energy Transfer LP

$1,000,000,000 5.250% Senior Notes due 2029

$1,250,000,000 5.600% Senior Notes due 2034

$1,250,000,000 6.050% Senior Notes due 2054


Issuer:		Energy Transfer LP

Expected Ratings (Moody’s / S&P / Fitch)*:		Baa3 / BBB / BBB

Security Type:		Senior Unsecured Notes

Form:		SEC Registered

Pricing Date:		June 6, 2024

Settlement Date (T+10):		June 21, 2024. We expect that delivery of the notes will be made against payment therefor on or about June 21, 2024, which will be the tenth business day following the date hereof. This settlement cycle is referred to as “T+10.” Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the date that is one business day preceding the settlement date, will be required, by virtue of the fact that the notes initially will settle T+10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes prior to the date that is one business day preceding the settlement date should consult their own advisors.

Ranking:		The notes will be our general unsecured obligations. The notes will rank equally in right of payment with all our existing and future senior debt, including debt under our revolving credit facility and our existing senior notes, senior in right of payment to any subordinated debt that we may incur and junior to the indebtedness and other obligations, including trade payables, of our subsidiaries that do not guarantee the notes. As of March 31, 2024, after giving effect to this offering, the concurrent offering (as defined below), the Recent Redemption and Issuance Transaction (as defined in the Notes Preliminary Prospectus Supplement) and the application of the net proceeds as set forth under “Use of Proceeds” in the Notes Preliminary Prospectus (as defined below), we would have had total senior debt of $52.5 billion, total junior subordinated debt of $1.8 billion, and we would have been able to incur an additional $5.0 billion of debt under our revolving credit facility.

Net Proceeds (before offering expenses):		$3,462,932,500

Delivery:		DTC (deliverable through Euroclear and Clearstream)


	$1,000,000,000 5.250% Senior Notes due 2029	$1,250,000,000 5.600% Senior Notes due 2034	$1,250,000,000 6.050% Senior Notes due 2054

Principal Amount:	$1,000,000,000	$1,250,000,000	$1,250,000,000

Maturity Date:	July 1, 2029	September 1, 2034	September 1, 2054

Interest Payment Dates:	January 1 and July 1, beginning January 1, 2025	March 1 and September 1, beginning September 1, 2024	March 1 and September 1, beginning September 1, 2024

Benchmark Treasury:	4.500% due May 31, 2029	4.375% due May 15, 2034	4.250% due February 15, 2054

Benchmark Treasury Price / Yield:	100-29 / 4.296%	100-23 / 4.285%	96-25 / 4.440%

Spread to Benchmark:	+100 bps	+135 bps	+165 bps

Yield to Maturity:	5.296%	5.635%	6.090%

Coupon:	5.250%	5.600%	6.050%

Public Offering Price:	99.797% of the Principal Amount	99.741% of the Principal Amount	99.461% of the Principal Amount

Make-Whole Call:	T+15 bps	T+25 bps	T+25 bps

Call at Par:	On or after June 1, 2029	On or after June 1, 2034	On or after March 1, 2054