Energy Transfer LP

Compensation Discussion and Analysis

Named Executive Officers

Energy Transfer does not have officers or directors. Instead, we are managed by the board of directors of our General Partner, and the executive officers of our General Partner perform all of Energy Transfer’s management functions. As a result, the executive officers of our General Partner are Energy Transfer’s executive officers, and their compensation is administered by our General Partner. This Compensation Discussion and Analysis is, therefore, focused on the total compensation of the executive officers of our General Partner as set forth below. The persons we refer to in this discussion as our “named executive officers” are the following:

•Marshall S. (Mackie) McCrea, III, Co-Chief Executive Officer;

•Thomas E. Long, Co-Chief Executive Officer;

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

•James M. Wright, Jr., Executive Vice President, General Counsel and Chief Compliance Officer;

•Gregory G. McIlwain, Executive Vice President, Operations; and

•Aden (Troy) Sturrock, Group Senior Vice President and Controller.

Our Philosophy for Compensation of Executives

In general, our General Partner’s philosophy for executive compensation is based on the premise that a significant portion of each executive’s compensation should be incentive-based or “at-risk” compensation and that executives’ total compensation levels should be highly competitive in the marketplace for executive talent and abilities. Our General Partner seeks a total compensation program for its executive officers, including the named executive officers, that provides for a slightly below the median market annual base compensation (i.e., approximately the 30 thto 40 th percentile of market) but incentive-based compensation composed of a combination of compensation vehicles to reward both short- and long-term performance that are both targeted to pay out at approximately the top-quartile of market. Our General Partner believes the incentive-based balance is achieved by (i) the payment of annual discretionary cash bonuses that consider the achievement of the Partnership’s financial performance objectives for a fiscal year set at the beginning of such fiscal year and the individual contributions of its executive officers, including the named executive officers, to the success of the Partnership and the achievement of the annual financial performance objectives and (ii) the annual grant of time-based restricted unit, phantom unit awards or cash restricted unit awards under the Partnership’s equity incentive plan(s) or the equity incentive programs of Sunoco LP, as applicable based on the allocation of executive officers awards in applicable years. Annual equity-based incentive awards, including awards to the named executive officers, are intended to provide a long-term incentive and retention value to key employees, and to encourage key employees to focus their efforts on increasing the market price of the Partnership’s publicly traded units and to increase the cash distribution the Partnership and/or the other affiliated partnerships pay to their respective unitholders.

Since 2020, the Partnership has granted a combination of restricted unit and/or phantom unit awards (“RSUs”) and cash restricted units (“CRSUs”). The awards are generally split based on 75% RSUs and 25% CRSUs. The RSUs vest, based generally upon continued employment, at a rate of 60% after the third year of service and the remaining 40% after the fifth year of service and the CRSUs vest, based generally upon continued employment, at a rate of 1/3 annually over a three-year period. The Partnership believes that these equity-based incentive arrangements are important in attracting and retaining executive officers and key employees as well as motivating these individuals to achieve stated business objectives. The equity-based compensation reflects the importance our General Partner places on aligning the interests of its named executive officers with those of Unitholders. While the Partnership utilizes time-based forms of equity awards, the grant date valuation utilizes a modified total unitholder return (“TUR”) performance as measured against the average return of Energy Transfer’s identified peer group over defined time periods. The modified TUR is designed to create a recognition of a performance adjustment to the equity awards based on the prior periods measured to add an element of performance impact in setting grant date value even though the RSUs and CRSUs themselves are a time-vested vehicle.

As discussed below, our compensation committee and/or the compensation committee of the general partner of Sunoco LP, as applicable, all in consultation with our General Partner, are responsible for the compensation policies and compensation level of our executive officers, including the named executive officers of our General Partner. In this discussion, we refer to our compensation committee as the “Energy Transfer Compensation Committee.”

For a more detailed description of the compensation to the Partnership’s named executive officers, please see “– Compensation Tables” below.

Distributions to Our General Partner

Our General Partner is majority-owned by Mr. Kelcy Warren. We pay quarterly distributions to our General Partner in accordance with our Partnership Agreement with respect to its ownership of its general partner interest as specified in our Partnership Agreement. The cash distributions we make to our General Partner bear no relationship to the level or components of compensation of our General Partner’s executive officers. Distributions to our General Partner are described in detail in Note 8 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.” Our named executive officers also own directly and indirectly certain of our limited partner interests and, accordingly, receive quarterly distributions. Such per-unit distributions equal the per-unit distributions made to all our limited partners and bear no relationship to the level of compensation of the named executive officers or the services they perform as employees.

For a more detailed description of the compensation of our named executive officers, please see “– Compensation Tables” below.

Compensation Philosophy

Our compensation programs are structured to achieve the following:

•reward executives with an industry-competitive total compensation package of base salaries and significant incentive opportunities yielding a total compensation package approaching the top-quartile of the market;

•attract, retain and reward talented executive officers and key management employees by providing total compensation competitive with that of other executive officers and key management employees employed by publicly traded limited partnerships or other peer companies of similar size and in similar lines of business;

•motivate executive officers and key employees to achieve strong financial and operational performance;

•emphasize performance-based, or “at-risk,” compensation; and

•reward individual performance.

Components of Executive Compensation

For the year ended December 31, 2024, the compensation granted to our named executive officers consisted of the following components:

•annual base salary;

•non-equity incentive plan compensation consisting solely of discretionary cash bonuses based on stated performance objectives;

•time-vested RSUs and CRSUs under the equity incentive plan(s);

•payment of distribution equivalent rights (“DERs”) on unvested RSUs under our equity incentive plan(s); and

•401(k) plan employer matching contributions.

Methodology

The Energy Transfer Compensation Committee considers relevant data available to it to assess our competitive position with respect to base salary, annual short-term incentives and long-term incentive compensation for our executives, including the named executive officers. The Energy Transfer Compensation Committee also considers individual performance, levels of responsibility, skills and experience.

Periodically, the Energy Transfer Compensation Committee engages a third-party independent compensation consultant to provide a full market competitive compensation analysis for compensation levels at peer companies in order to assist in the determination of compensation levels for our executive officers, including the named executive officers. Most recently, in 2023 Meridian Compensation Partners, LLC (“Meridian”) completed an evaluation of the market competitiveness of total compensation levels of a number of officers of the Partnership, including the named executive officers. The Meridian review provided market information with respect to compensation of Partnership executives, including named executive officers during the year ended December 31, 2023. In particular, the review by Meridian was designed to (i) evaluate the market competitiveness of total compensation levels for certain members of senior management, including our named executive officers; (ii) assist in the determination of appropriate compensation levels for our senior management, including the named executive officers; and (iii) confirm that our compensation programs were yielding compensation packages consistent with our overall compensation philosophy. The Partnership continued to rely on the Meridian analysis for calendar year 2024.

In conducting its review, Meridian assisted in the development of the final “peer group” of leading companies in the energy industry that most closely reflect the profile of Energy Transfer. The final “peer group” consisted of the core group of peers (i.e. the eight most similar peers in terms of business, revenues, assets and market value as well as competition for talent at the senior management level) and a group of expanded reference companies composed of a broader group of oil and gas companies, including additional integrated, upstream and midstream comparators whose data provided additional market context. As part of the evaluation conducted by Meridian, a determination was made to focus the analysis largely on the core energy industry peers. This decision was based on a determination that the core peer group provided a more than sufficient amount of comparative data to consider and evaluate total compensation. This focus allowed Meridian to report on this specific core peer data comparing the levels of annual base salary, annual short-term cash bonus and long-term equity incentive awards at industry peer group companies with those of our executives, including the named executive officers to ensure that compensation of the executives, including the named executive officers is both consistent with the compensation philosophy and competitive with the compensation for named executive officers of these other companies, while at the same time considering whether the context provided by the expanded group offered additional information that should be considered by the Compensation Committee. The core identified companies were:

The compensation analysis provided by Meridian covered all major components of total compensation, including annual base salary, annual short-term cash bonus and long-term incentive awards for the senior executives. In preparing the review materials, Meridian utilized generally accepted compensation principles and gathered data from public disclosures of peer companies, including Form 10-K and proxy data and published survey data from multiple sources that are relevant to Energy Transfer’s core peer group, industry, financial size and operational breadth. The Meridian review process also included significant engagement with management to fully understand job scope, responsibilities and roles of each of the executive officers, which discussions allow Meridian the ability to completely evaluate specific aspects of an executive officer’s position to allow for more accurate comparisons.

Following Meridian’s 2023 review, the Energy Transfer Compensation Committee reviewed the information provided, including Meridian’s specific summary observations and recommended considerations for all compensation going forward. The observations addressed overall competitive market trends, peer company approaches to compensation and short and long-term incentive plan design, the Energy Transfer Compensation Committee considered and reviewed the results of the study performed by Meridian to determine if the results indicated that the compensation programs were yielding a competitive total compensation model prioritizing incentive-based compensation and rewarding achievement of short and long-term performance objectives and considered Meridian’s conclusions and recommendations. While Meridian found that the Partnership is continuing to achieve its stated objectives with respect to the “at-risk” approach, Meridian also recommended certain adjustments for consideration, which considerations were designed to allow the Partnership to continue to achieve its targeted percentiles on base compensation and incentive compensation (short and long-term). In respect of the 2023 Meridian review, the Energy Transfer Compensation Committee, in consultation with Meridian and executive management, approved the adoption of the Amended and Restated Energy Transfer LP Annual Bonus Plan (the “Amended Bonus Plan”) effective as January 1, 2023.

In addition to the information received as part of Meridian’s review, the Energy Transfer Compensation Committee also utilizes information obtained from other sources in its determination of compensation levels for our named executive officers, such as annual third-party surveys, although third-party survey data is not used by the Energy Transfer Compensation Committee to benchmark the amount of total compensation or any specific element of compensation for the named executive officers.

Base Salary. Base salary is designed to provide for a competitive fixed level of pay that attracts and retains executive officers and compensates them for their level of responsibility and sustained individual performance (including experience, scope of responsibility and results achieved). The salaries of the named executive officers are reviewed on an annual basis. As discussed above, the base salaries of our named executive officers are targeted to yield an annual base salary slightly below the median level of market (i.e., approximately the 30 th to 40 th percentile of market) and are determined by the Energy Transfer Compensation Committee after taking into account the recommendations of Mr. Warren and market information.

During the merit review process, the Energy Transfer Compensation Committee considers the recommendations of Mr. Warren, any relevant compensation study data (with the data aged as appropriate) and the merit increase pool set for all employees of the

Partnership and/or its employing affiliates. During 2024, the Energy Transfer Compensation Committee approved a 4% increase to the base salary of Mr. McCrea to $1,524,500 from the prior level of $1,465,788; a 4% increase to the base salary of Mr. Long to $1,524,500 from the previous level of $1,465,788; an approximately 5% increase to the base salary of Mr. Bramhall to $644,500 from the previous level of $613,813; an approximately 4% increase to the base salary of Mr. Wright to $600,000 from the previous level of $576,125; an approximately 4% increase to the base salary of Mr. McIlwain to $463,000 from the previous level of $445,188; and an approximately 4% increase to the base salary of Mr. Sturrock to $381,300 from the previous level of $366,600.

Annual Bonus. In addition to base salary, the Energy Transfer Compensation Committee makes determinations whether to make discretionary annual cash bonus awards to executives, including our named executive officers, following the end of the year under the Amended Bonus Plan.

The Amended Bonus Plan is a discretionary annual cash bonus plan available to all employees, including the named executive officers. The purpose of the Amended Bonus Plan is to reward employees for contributions towards the Partnership’s business goals and to aid in motivating employees. The Amended Bonus Plan is administered by the Energy Transfer Compensation Committee and the Energy Transfer Compensation Committee has the authority to establish and interpret the rules and regulations relating to the Amended Bonus Plan, to select participants, to determine and approve the size of any actual award amount, to make all determinations, including factual determinations and to take all other actions necessary or appropriate for the proper administration of the Amended Bonus Plan.

Under the Amended Bonus Plan, the Energy Transfer Compensation Committee will evaluate and determine an overall funded cash bonus pool based on achievement of (i) an Adjusted EBITDA Target, (ii) a DCF Target and (iii) a Departmental Budget Target. Under the Amended Bonus Plan, the Budget Targets were weighted 60% on the achievement of the Adjusted EBITDA Target, 25% on the achievement of the DCF Target and 15% on the achievement of the Departmental Budget Target. The total amount of cash to be allocated to the funded bonus pool will range from 0% to 135% for each of the budgeted DCF Target and Adjusted EBITDA Target and will range from 0% to 100% of the Departmental Budget Target. The maximum funding of the bonus pool under the Amended Bonus Plan is 130% of the total pool target.

While the funded bonus pool will reflect an aggregation of performance under each target, in the event performance under the Adjusted EBITDA Target is below 80% of its target, no bonus pool will be funded. If the bonus pool is funded, a participant may earn a cash award for the Performance Period based upon the level of attainment of the Budget Targets and his or her individual performance. Awards under both the Amended Bonus Plan are paid in cash as soon as practicable after the end of the Performance Period but in no event later than two and one-half months after the end of the Performance Period.

While the achievement of the Budget Targets sets a bonus pool under the Amended Bonus Plan, actual bonus awards are discretionary. These discretionary bonuses, if awarded, are intended to reward our named executive officers for the achievement of the Budget Targets during the Performance Period in light of the contribution of each individual to our profitability and success during such year. The Energy Transfer Compensation Committee also considers the recommendation of Mr. Warren in determining the specific annual cash bonus amounts for the Co-Chief Executive Officers. The Energy Transfer Compensation Committee does not establish its own financial performance objectives in advance for purposes of determining whether to approve any annual bonuses, and it does not utilize any formulaic approach to determine annual bonuses.

For Messrs. McCrea and Long, their 2024 bonus pool targets were 160% of their respective annual base earnings, consistent with their previous 2023 targets. For 2024, the Energy Transfer Compensation Committee approved short-term annual cash bonus pool targets for Messrs. Bramhall, Wright and McIlwain of 130% of their respective annual base earnings, consistent with their previous 2023 targets. Mr. Sturrock’s target for 2024 is 105% of his annual base earnings, consistent with his previous 2023 targets.

In February 2025, the Energy Transfer Compensation Committee certified 2024 performance results under the Amended Bonus Plan and authorized payment of 103% of the targeted pool. This bonus payout reflected the achievement of 100.1% of the Adjusted EBITDA Target, 102.6% of the DCF Target and 94% of, or $56 million under, the Department Budget Target.

Based on the approved results, the Energy Transfer Compensation Committee approved a cash bonus relating to the 2024 calendar year to Messrs. McCrea, Long, Bramhall, Wright, McIlwain and Sturrock in the amounts of $2,465,000, $2,465,000, $845,000, $790,000, $608,000 and $405,000, respectively.

Equity Awards. Energy Transfer maintains and operates (i) the Second Amended and Restated Energy Transfer LP 2008 Long-Term Incentive Plan (the “2008 Incentive Plan”); (ii) the Energy Transfer LP 2011 Long-Term Incentive Plan (the “2011 Incentive Plan”); the (iii) Energy Transfer LP 2015 Long-Term Incentive Plan (the “2015 Plan”); (iv) the Amended and Restated Energy Transfer LP Long-Term Incentive Plan (the “Energy Transfer Plan,” together with the 2008 Incentive Plan, the 2011 Incentive Plan and the 2015 Plan, the “Energy Transfer Incentive Plans”). The Energy Transfer Incentive Plans authorize the Energy Transfer Compensation Committee, in its discretion, to grant awards, as applicable, under each respective plan of RSUs upon such terms and conditions as it may determine appropriate and in accordance with general guidelines as defined by the Energy Transfer Incentive Plans. Energy Transfer has generally used time-vested restricted units and/or phantom units as the vehicle for its annual equity awards to eligible employees, including the named executive officers.

In addition, in 2020, Energy Transfer adopted the Energy Transfer LP Long-Term Cash Restricted Unit Plan (the “CRU Plan”). The CRU Plan authorizes the Energy Transfer Compensation Committee, in its discretion, to grant awards, as applicable, of CRSUs, upon such terms and conditions as it may determine appropriate and in accordance with general guidelines as defined by the CRU Plan. Like awards from the Energy Transfer Incentive Plans, awards from the CRU Plan will be used to incentivize and reward eligible employees over a long-term basis, and the CRU Plan is included for purposes of these discussions as an “Energy Transfer Incentive Plan.”

For 2024, the Energy Transfer Compensation Committee established long-term incentive targets for Messrs. McCrea and Long of 900% of their annual base earnings, consistent with their previous targets. For 2024, the Energy Transfer Compensation Committee approved long-term incentive targets for Messrs. Bramhall, Wright, McIlwain and Sturrock of 500%, 500%, 500% and 250%, respectively, of their respective annual base earnings, consistent with their previous targets.

The annual long-term incentive targets are used as the basis to determine the target number of units to be awarded to the eligible participant, including the named executive officers. A multiple of base salary is used to set the pool target, that number is then divided by a weighted average price determined by considering Energy Transfer’s modified total unitholder return (“TUR”) performance as measured against the average return of Energy Transfer’s identified peer group over defined time periods. The modified TUR is designed to create a recognition of a performance adjustment to the equity awards based on the prior periods measured to add an element of performance impact in setting grant date value even though the RSUs and CRSUs themselves are time-vested vehicles. For purposes of establishing an initial price, Energy Transfer utilizes a 60 trading-day trailing weighted average price of Energy Transfer common units prior to November 1 of the respective year. This average trading price is then subject to adjustment when Energy Transfer’s TUR is more than 5% greater or less than that of its identified peer group. If the TUR analysis yields a result that is within 5% of its identified peer group, the Energy Transfer Compensation Committee will simply use the 60 trading day trailing weighted average price divided by the applicable salary multiple to establish a target pool for each eligible participant, including the named executive officers. If Energy Transfer’s TUR is outside of the 5% deviation, the 60 trading day trailing weighted average will be adjusted up or down to a maximum of 15% from the trailing weighted average price based on Energy Transfer’s performance as compared to the identified group. For 2024, the peer group included the following:

For 2024, the Partnership’s TUR performed within 5% of the identified peer group based on the average of the identified comparison periods. Consequently, the 2024 long-term incentive base price was not adjusted, and the total available unit pool reflected 100% of the target.

In December 2024, the Energy Transfer Compensation Committee in consultation with Mr. Warren approved grants of RSUs to Messrs. McCrea, Long, Bramhall, Wright, McIlwain and Sturrock of 639,000 units, 639,000 units, 153,750 units, 142,500 units, 107,775 units, and 46,688 units, respectively. The Energy Transfer Compensation Committee also approved grants of CRSUs to Messrs. McCrea, Long, Bramhall, Wright, McIlwain and Sturrock of 213,000 units, 213,000 units, 51,250 units, 47,500 units, 35,925 units and 15,562 units, respectively.

The RSUs granted in 2024 provide for incremental vesting over a five-year period, with 60% vesting at the end of the third year and the remaining 40% vesting at the end of the fifth year. Vesting of the awards is generally subject to continued employment through each specified vesting date. The RSU awards entitle the recipients to receive, with respect to each Energy Transfer unit subject to such award that has not either vested or been forfeited, a DER cash payment promptly following each such distribution by Energy Transfer to its common unitholders.

The CRSUs granted in 2024 provide for incremental vesting over a three-year period, with 1/3 vesting at the end of each year. Each CRSU entitles the award recipient to receive cash equal to the market value of one Energy Transfer common unit upon vesting. The CRSU do not include rights to DER cash payments.

In approving the grant of such RSUs and CRSUs, including to the named executive officers, the Energy Transfer Compensation Committee considered several factors, including the long-term objective of retaining such individuals as key drivers of Energy Transfer’s future success, the existing level of equity ownership of such individuals and the previous awards to such individuals of equity awards subject to vesting. Vesting of the 2024 awards would accelerate in the event of the death or disability of the recipient, including the named executive officers, or in the event of a change in control of Energy Transfer as that term is defined under the Energy Transfer Incentive Plans.

As discussed below under “Potential Payments Upon a Termination or Change of Control,” all outstanding equity awards would automatically accelerate upon a change in control event, which means vesting automatically accelerates upon a change of control irrespective of whether the officer is terminated. In addition, the award agreements also include certain acceleration provisions upon retirement with the ability to accelerate 40% of outstanding unvested awards under the Energy Transfer Incentive Plans at age 65 and 50% at age 68. These acceleration provisions require that the participant have not less than five (5) years of employment service to the Partnership or an affiliate and are subject to the applicable provisions of IRC Section 409A, which may include a six (6) month delay in the vesting after retirement. Beginning in 2022, the retirement provision also requires that the award be held for at least one year after the grant date in order to be eligible for acceleration.

We believe that permitting the accelerated vesting of equity awards upon a change in control creates an important retention tool for us by enabling employees to realize value from these awards in the event that we undergo a change in control transaction. In addition, we believe permitting acceleration of vesting upon a change in control creates a sense of stability in the course of transactions that could create uncertainty regarding their future employment and encourage these officers to remain focused on their job responsibilities.

Executive Compensation Clawback Policy. In November 2023, the Energy Transfer Compensation Committee adopted the Energy Transfer Executive Officer Incentive Compensation Clawback Policy (the “Clawback Policy”), which requires the Partnership to recover erroneously awarded incentive-based compensation from executive officers in the event the Partnership is required to prepare an accounting restatement. The Clawback Policy applies to any individual who is currently or was previously designated as an “officer” of the Partnership as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, including all of our current NEOs. The Clawback Policy is designed to comply with the requirements of the SEC and the NYSE Listed Company Manual, including (i) the definition of an accounting restatement, (ii) the applicable types of incentive-based compensation, (iii) the relevant recovery period, and (iv) the approach for calculating the recovery amount.

Unit Ownership Guidelines. The Board of Directors of our General Partner has adopted Executive Unit Ownership Guidelines (the “Guidelines”), which set forth minimum ownership guidelines applicable to certain executives of Energy Transfer with respect to Energy Transfer and Sunoco LP common units, as applicable. The applicable Guidelines are denominated as a multiple of base salary, and the amount of common units required to be owned increases with the level of responsibility. Under these Guidelines, (i) the Chief Executive Officer/Co-Chief Executive Officer(s) are expected to own common units having a minimum value of six times base salary; (ii) the Chief Operating Officer, the Chief Financial Officer, the General Counsel and other C-Suite executives expected to own common units having a minimum value of four times their respective base salary; and (iii) Senior Vice Presidents are expected to own common units having a minimum value of two times their respective base salary. In addition to the named executive officers, these Guidelines also apply to other covered executives, which executives are expected to own either directly or indirectly in accordance with the terms of the Guidelines, common units having minimum values ranging from one to four times their respective base salary.

The Energy Transfer Compensation Committee believes that the ownership of Energy Transfer and/or Sunoco LP common units, as reflected in these Guidelines, is an important means of tying the financial risks and rewards for its executives to Energy Transfer’s total unitholder return, aligning the interests of such executives with those of Unitholders, and promoting Energy Transfer’s interest in good corporate governance.

Covered executives are generally required to achieve their ownership level within five years of becoming subject to the Guidelines. As of December 31, 2024, all of the named executive officers were compliant with the level required of the Guidelines as of that date.

Covered executives may satisfy the Guidelines through direct ownership of Energy Transfer and/or Sunoco LP common units or indirect ownership by certain immediate family members. Direct or indirect ownership of Energy Transfer and/or Sunoco LP common units shall count on a one-to-one ratio for purposes of satisfying minimum ownership requirements; however, unvested unit awards may not be used to satisfy the minimum ownership requirements.

Executive officers, including the named executive officers, who have not yet met their respective guideline must retain and hold all common units (less common units sold to cover the executive’s applicable taxes and withholding obligation) received in connection with long-term incentive awards. Once the required ownership level is achieved, ownership of the required common units must be maintained for as long as the covered executive is subject to the Guidelines. However, those individuals who have met or exceeded their applicable ownership level guideline may dispose of the common units in a manner consistent with applicable laws, rules and regulations, including regulations of the SEC and our internal policies, but only to the extent that such individual’s remaining ownership of common units would continue to exceed the applicable ownership level.

Qualified Retirement Plan Benefits. The Energy Transfer LP 401(k) Plan (the “Energy Transfer 401(k) Plan”) is a defined contribution 401(k) plan, which covers substantially all of our employees, including the named executive officers. Employees may elect to defer up to 100% of their eligible compensation after applicable taxes, as limited under the Internal Revenue Code. We make a matching contribution that is not less than the aggregate amount of matching contributions that would be credited to a participant’s account based on a rate of match equal to 100% of each participant’s elective deferrals up to 5% of covered compensation. The amounts deferred by the participant are fully vested at all times, and the amounts contributed by the Partnership become vested based on years of service. We provide this benefit as a means to incentivize employees and provide them with an opportunity to save for their retirement.

The Partnership provides a 3% profit sharing contribution to employee 401(k) accounts for all employees with a base compensation below a specified threshold. The contribution is in addition to the 401(k) matching contribution and employees become vested based on years of service.

Health and Welfare Benefits. All full-time employees, including our named executive officers may participate in the Partnership’s health and welfare benefit programs including medical, dental, vision, flexible spending, life insurance and disability insurance.

Termination Benefits. Our named executive officers do not have any employment agreements that call for payments of termination or severance benefits or that provide for any payments in the event of a change in control of our General Partner; however, the award agreement to the named executive officers under the Energy Transfer Incentive Plans, the 2018 Sunoco LP Plan and the Sunoco LP 2012 Long-Term Incentive Plan (the “2012 Sunoco LP Plan”) provide for immediate vesting of all unvested restricted unit awards in the event of a (i) change of control, as defined in the plan; (ii) death or (iii) disability, as defined in the applicable plan. Please refer to “Compensation Tables - Potential Payments Upon a Termination or Change of Control” for additional information.

In addition, the Partnership has also adopted the Partnership Severance Plan and Summary Plan Description (the “Severance Plan”), which provides for payment of certain severance benefits in the event of Qualifying Termination (as that term is defined in the Severance Plan). In general, the Severance Plan provides payment of two weeks of annual base salary for each year or partial year of employment service up to a maximum of fifty-two weeks or one year of annual base salary (with a minimum of four weeks of annual base salary) and up to three months of continued group health insurance coverage. The Severance Plan also provides that we may determine to pay benefits in addition to those provided under the Severance Plan based on special circumstances, which additional benefits shall be unique and non-precedent setting. The Severance Plan is available to all salaried employees on a nondiscriminatory basis; therefore, amounts that would be payable to our named executive officers upon a Qualified Termination have been excluded from “Compensation Tables – Potential Payments Upon a Termination or Change of Control” below.

Energy Transfer LP Non-Qualified Deferred Compensation Plan (the “Energy Transfer NQDC Plan”) is a deferred compensation plan, which permits eligible highly compensated employees to defer a portion of their salary, bonus, and/or quarterly non-vested phantom unit distribution equivalent income until retirement, termination of employment or other designated distribution event. Energy Transfer may make annual discretionary matching contributions to participants’ accounts; however, Energy Transfer has not made any discretionary contributions to participants’ accounts (including the 2024 year) and currently has no plans to make any discretionary contributions to participants’ accounts.

Risk Assessment Related to our Compensation Structure. We believe that the compensation plans and programs for our named executive officers, as well as our other employees, are appropriately structured and are not reasonably likely to result in material risk to us. We believe these compensation plans and programs are structured in a manner that does not promote excessive risk-taking that could harm our value or reward poor judgment. We also believe we have allocated compensation among base salary and short and long-term compensation in such a way as to not encourage excessive risk-taking. In particular, we generally do not adjust base annual salaries for executive officers and other employees significantly from year to year, and therefore the annual base salary of our employees is not generally impacted by our overall financial performance or the financial performance of a portion of our operations. Our subsidiaries generally determine whether, and to what extent, their respective named executive officers receive a cash bonus based on achievement of specified financial performance objectives as well as the individual contributions of our named executive officers to the Partnership’s success. We and our subsidiaries use restricted units and phantom units rather than unit options for equity awards because restricted units and phantom units retain value even in a depressed market so that employees are less likely to take unreasonable risks to get, or keep, options “in-the-money.” Finally, the time-based vesting over five years for our long-term incentive awards ensures that the interests of employees align with those of Unitholders and our subsidiaries’ unitholders for our long-term performance.

Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information. We do not currently grant unit options or option-like equity awards to our employees or directors; therefore, we do not currently have a formal practice or policy with respect to the grant of unit options or option-like awards.

Tax and Accounting Implications of Equity-Based Compensation Arrangements

Deductibility of Executive Compensation

We are a limited partnership and not a corporation for United States federal income tax purposes. Therefore, we believe that the compensation paid to the named executive officers is not subject to the deduction limitations under Section 162(m) of the Internal Revenue Code and therefore is generally fully deductible for United States federal income tax purposes.

Accounting for Non-Cash Compensation

For non-cash compensation arrangements, we record compensation expense over the vesting period of the awards, as discussed further in Note 2 and Note 9 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.”

Compensation Committee Interlocks and Insider Participation

Mr. Steven R. Anderson and Mr. Michael K. Grimm are the only members of the Energy Transfer Compensation Committee. During 2024, no member of the Energy Transfer Compensation Committee was an officer or employee of us or any of our subsidiaries or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors. Mr. Grimm is not a former employee of ours or any of our subsidiaries. Mr. Anderson was previously an employee of the Partnership until his retirement in October 2009, as discussed in his biographical information included in “Item 10. Directors, Executive Officers and Corporate Governance.”

Report of Compensation Committee

The board of directors of our General Partner has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with the management of Energy Transfer. Based on this review and discussion, we have recommended that the Compensation Discussion and Analysis be included in this annual report on Form 10-K.

The Compensation Committee of the

Board of Directors of LE GP, LLC,

general partner of Energy Transfer LP

Michael K. Grimm (Chairman)

Steven R. Anderson

The foregoing report shall not be deemed to be incorporated by reference by any general statement or reference to this annual report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under those Acts.

Compensation Tables

Summary Compensation Table

(1)Equity award amounts reflect the aggregate grant date fair value of unit awards granted for the periods presented, computed in accordance with FASB ASC Topic 718, disregarding any estimates for forfeitures. For Mr. Bramhall, the amount reflected above for equity awards in 2022 includes $621,960 related to equity awards of our subsidiary, Sunoco LP; such awards were not granted in the other periods presented. See Note 9 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional assumptions underlying the value of the equity awards. Although the CRSU awards may only be settled in cash, they are based upon the value of Energy Transfer common units and are accounted for as equity awards within these compensation tables.

(2)Energy Transfer maintains the Amended Bonus Plan which provides for discretionary bonuses. Awards of discretionary bonuses are tied to achievement of targeted performance objectives and described in the Compensation Discussion and Analysis.

(3)The amounts reflected for 2024 in this column include (i) matching contributions to the Energy Transfer 401(k) Plan made on behalf of the named executive officers of $17,250 each for Messrs. Long, McCrea, Bramhall, Wright and Sturrock and $5,137 for Mr. McIlwain, and (ii) health savings account contributions made on behalf of the named executive officers of $2,000 each for Messrs. Long, McCrea, Wright, McIlwain and Sturrock, and (iii) the dollar value of life insurance premiums paid for the benefit of the named executive officers. The amounts reflected for all periods exclude distribution payments in connection with distribution equivalent rights on unvested unit awards, because the dollar value of such distributions are factored into the grant date fair value reported in the “Equity Awards” column of the Summary Compensation Table at the time that the unit awards and distribution equivalent rights were originally granted. For 2024, distribution payments in connection with distribution equivalent rights totaled $4,162,472 for Mr. Long, $4,501,469 for Mr. McCrea, $761,753 for Mr. Bramhall, $649,729 for Mr. Wright, $531,702 for Mr. McIlwain, and $270,778 for Mr. Sturrock; these amounts include distribution payments on Sunoco LP unit awards for those executives with such unvested Sunoco LP awards.

(4)The amounts reflected in the bonus column for Mr. McCrea in 2022 includes $1,600,000 paid in connection with a time-vested cash award granted in 2020, no additional amounts remain outstanding under that award.

Grants of Plan-Based Awards in 2024

(1)We have computed the grant date fair value of unit awards in accordance with FASB ASC Topic 718, as further described above and in Note 9 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.” For Energy Transfer CRSUs, the grant date fair value is discounted for the expected distribution yield during the vesting period, as those awards do not include distribution equivalent rights.

Narrative Disclosure to Summary Compensation Table and Grants of the Plan-Based Awards Table

A description of material factors necessary to understand the information disclosed in the tables above with respect to salaries, bonuses, equity awards, and 401(k) plan contributions can be found in the Compensation Discussion and Analysis that precedes these tables.

Outstanding Equity Awards at 2024 Fiscal Year-End

(1)Energy Transfer and Sunoco LP RSU awards outstanding vest as follows:

•at a rate of 60% in December 2027 and 40% in December 2029 for awards granted in December 2024;

•at a rate of 60% in December 2026 and 40% in December 2028 for awards granted in December 2023;

•at a rate of 60% in December 2025 and 40% in December 2027 for awards granted in December 2022;

•100% in December 2026 for the remaining outstanding portion of awards granted in December 2021; and

•100% in December 2025 for the remaining outstanding portion of awards granted in October and December 2020.

Such awards may be settled at the election of the Energy Transfer Compensation Committee in (i) common units of Energy Transfer (subject to the approval of the Energy Transfer Incentive Plans prior to the first vesting date by a majority of Unitholders pursuant to the rules of the New York Stock Exchange); (ii) cash equal to the Fair Market Value (as such term is defined in the Energy Transfer Incentive Plans) of the Energy Transfer common units that would otherwise be delivered pursuant to the terms of each named executive officers grant agreement; or (iii) other securities or property in an amount equal to the Fair Market Value of Energy Transfer common units that would otherwise be delivered pursuant to the terms of the grant agreement, or a combination thereof as determined by the Energy Transfer Compensation Committee in its discretion.

Energy Transfer CRSU awards granted in December 2024 vest 1/3 per year in December 2025, 2026 and 2027. The remaining Energy Transfer cash restricted unit awards granted in December 2023 vest 1/2 per year in December 2025 and 2026. The remaining outstanding Energy Transfer CRSU awards granted in December 2022 vest in December 2025.

(2) Market value was computed as the number of unvested awards as of December 31, 2024 multiplied by the closing price of respective common units of Energy Transfer and Sunoco LP.

Units Vested in 2024

(1)Amounts presented represent the value realized upon vesting of these awards, which is calculated as the number of units vested multiplied by the applicable closing market price of applicable common units upon the vesting date.

We have not issued option awards.

Nonqualified Deferred Compensation Table

The Energy Transfer NQDC Plan is a deferred compensation plan which permits eligible highly compensated employees to defer a portion of their salary, bonus, and/or quarterly non-vested phantom unit distribution equivalent income until retirement, termination of employment or other designated distribution event. Each year under the Energy Transfer NQDC Plan, eligible employees are permitted to make an irrevocable election to defer up to 50% of their annual base salary, 50% of their quarterly non-vested phantom unit distribution income, and/or 50% of their discretionary performance bonus compensation during the following year. Pursuant to the Energy Transfer NQDC Plan, Energy Transfer may make annual discretionary matching contributions to participants’ accounts; however, Energy Transfer has not made any discretionary contributions to participants’ accounts and currently has no plans to make any discretionary contributions to participants’ accounts. All amounts credited under the Energy Transfer NQDC Plan (other than discretionary credits) are immediately 100% vested. Participant accounts are credited with deemed earnings or losses based on hypothetical investment fund choices made by the participants among available funds.

Participants may elect to have their account balances distributed in one lump sum payment or in annual installments over a period of three or five years upon retirement, and in a lump sum upon other termination events. Participants may also elect to take lump sum in-service withdrawals five years or longer in the future, and such scheduled in-service withdrawals may be further deferred prior to the withdrawal date. Upon a change in control (as defined in the Energy Transfer NQDC Plan) of Energy Transfer, all Energy Transfer NQDC Plan accounts are immediately vested in full. However, distributions are not accelerated and, instead, are made in accordance with the Energy Transfer NQDC Plan’s normal distribution provisions unless a participant has elected to receive a change of control distribution pursuant to his deferral agreement.

(1)Amounts included in the aggregate earnings column above have been included in the change in non-qualified deferred compensation earnings column of the summary compensation table.

Potential Payments Upon a Termination or Change of Control

Equity Awards. As discussed in our Compensation Discussion and Analysis above, any unvested equity awards (including CRSU awards granted pursuant the Energy Transfer Incentive Plans and/or the CRU Plan and/or the CRU Plan will automatically become vested upon a change of control, which is generally defined as the occurrence of one or more of the following events: (i) any person or group becomes the beneficial owner of 50% or more of the voting power or voting securities of Energy Transfer or its general partner; (ii) LE GP, LLC or an affiliate of LE GP, LLC ceases to be the general partner of Energy Transfer; or (iii) the sale or other disposition, including by liquidation or dissolution, of all or substantially all of the assets of Energy Transfer in one or more transactions to anyone other than an affiliate of Energy Transfer.

In addition, as explained in Equity Awards section of our Compensation Discussion and Analysis above, the RSU and CRSU awards under the Energy Transfer Incentive Plans, the Sunoco LP Plan, the 2012 Sunoco LP Plan and the CRU Plan generally require the continued employment of the recipient during the vesting period, provided however, the unvested awards will be accelerated in the event of the death or disability of the award recipient prior to the applicable vesting period being satisfied. All awards outstanding to the named executive officers under the Energy Transfer Incentive Plans, the 2018 Sunoco LP Plan, the 2012 Sunoco LP Plan or the CRU Plan would be accelerated in the event of a change in control of the Partnership.

In addition, the Energy Transfer Compensation Committee and the compensation committee of the general partner of Sunoco LP, have approved a retirement provision, which provides that employees, including the named executive officers with at least five years of service with the general partner, who leave the respective general partner voluntarily due to retirement (i) after age 65 but prior to age 68 are eligible for accelerated vesting of 40% of his or her award; or (ii) after 68 are eligible for accelerated vesting of 50% his or her award. The acceleration of the awards is subject to the applicable provisions of IRC Section 409A. Beginning with awards granted in 2022, the retirement provision also requires that the award be held for at least one year after the grant date in order to be eligible for acceleration. As of December 31, 2024, only Mr. Long would be eligible to benefit from the retirement provisions. Awards that were granted to Mr. Long on or prior to December 31, 2023 (which would have been held for a full year as of a retirement that occurred on December 31, 2024), would have been eligible to accelerate under the 40% accelerated vesting provisions, estimated as of December 31, 2024 to be valued as $21,337,510. The timing of payments upon retirement would be delayed in compliance with IRC Section 409A.

The following table shows the amount of incremental value that would have been received by each of the NEOs upon certain events of termination or a change of control resulting in the accelerated vesting of the restricted units and/or restricted phantom units held by our NEOs on December 31, 2024:

(1)The amounts reflected above represent the product of the number of RSUs and CRSUs units that were subject to vesting/restrictions on December 31, 2024 multiplied by the closing price of applicable common units on that date. However, at the time of an actual payment of the CRSUs, the “fair market value” that the payment will be based upon is not a single closing day price, but will be the average closing day price for the 10 trading days immediately preceding the vesting date. As an example of the difference that could occur at payment, as of December 31, 2024, the closing price used for the calculations above was $19.59 for each Partnership-based unit; the 10-day average price was $18.94, therefore amounts for the CRSUs would be calculated at a slightly lower per-unit price for a hypothetical payment on December 31, 2024.

(2)For Messrs. Long and Bramhall, the amounts reported above include outstanding Energy Transfer plan-based awards and outstanding Sunoco LP restricted units.

Deferred Compensation Plan. As discussed in our Compensation Discussion and Analysis above, all amounts under the Energy Transfer NQDC Plan (other than discretionary credits) are immediately 100% vested. Upon a change of control (as defined in the Energy Transfer NQDC Plan), distributions from the respective plan would be made in accordance with the normal distribution provisions of the respective plan. A change of control is generally defined in the Energy Transfer NQDC Plan as any change of control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5).

CEO Pay Ratio

In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, set forth below is information about the relationship of the annual total compensation of Messrs. Long and McCrea, Co-Chief Executive Officers, and the annual total compensation of our employees.

For the 2024 calendar year, the annual total compensation of Messrs. Long and McCrea, as reported in the Summary Compensation Table of this Item 11 was $20,233,701 and $20,236,471, respectively.

The median total compensation of the employees supporting the Partnership (other than Messrs. Long and McCrea) was $154,025 for 2024.

Based on this information, for 2024 the ratio of the annual total compensation of Messrs. Long and McCrea to the median of the annual total compensation of the employees supporting the Partnership as of December 31, 2024 was approximately 131 to 1.

To identify the median of the annual total compensation of the employees supporting the Partnership, the following steps were taken:

1. It was determined that, as of December 31, 2024, the applicable employee populations consisted of 11,191 with all of the identified individuals being employed in the United States. This population consisted of all of our full-time and part-time employees. We did not engage any independent contractors in 2024 that are required to be included in our employee population for the CEO pay ratio evaluation.

2. To identify the “median employee” from our employee population, we compared the total earnings of our employees as reflected in our payroll records as reported on Form W-2 for 2024.

3. We identified our median employee using W-2 reporting and applied this compensation measure consistently to all of our employees required to be included in the calculation. We did not make any cost of living adjustments in identifying the “median employee.”

4. Once we identified our median employee, we combined all elements of the employee’s compensation for 2024 resulting in an annual compensation of $154,025 with total cash compensation of $132,260 The difference between such employee’s total earnings and the employee’s total compensation represents the estimated value of the employee’s health care benefits (estimated for the employee and such employee’s eligible dependents at $14,261) and the employee’s 401(k) matching contribution and profit sharing contribution (estimated at $7,504 per employee, includes $4,708 per employee on average matching contribution and $2,796 per employee on average profit sharing contribution (employees earning over $175,000 in base are ineligible for profit sharing)).

5. With respect to Messrs. Long and McCrea, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table under this Item 11.

Director Compensation

In 2024, the compensation arrangements for outside directors included a $100,000 annual retainer for services on the board. If a director served on the Energy Transfer Audit Committee, such director would receive an annual cash retainer ($15,000 or $25,000 in the case of the chairman). If a director served on the Energy Transfer Compensation Committee, such director would receive an annual cash retainer ($7,500 or $15,000 in the case of the chairman). The fees for membership on the Conflicts Committee are determined on a per instance basis for each committee assignment.

The outside directors of our General Partner are also entitled to an annual restricted unit award under the Energy Transfer Incentive Plans equal to an aggregate of $125,000 based on the same grant date valuation as is used for annual long-term incentive awards made to Partnership officers, including the named executive officers, through the annual modified total unitholder return analysis. These Energy Transfer common units will vest 60% after the third year and the remaining 40% after the fifth year after the grant date. The compensation expense recorded is based on the grant-date market value of the Energy Transfer common units and is recognized over the vesting period. Distributions are paid during the vesting period.

The compensation paid to the non-employee directors of our General Partner in 2024 is reflected in the following table:

(1)Fees paid in cash are based on amounts paid during the period.

(2)Equity award amounts reflect the aggregate grant date fair value of unit awards granted for the periods presented, computed in accordance with FASB ASC Topic 718, disregarding any estimates for forfeitures. See Note 9 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for additional assumptions underlying the value of the equity awards.

As discussed above, the number of units awarded is based on the annual award amount of $125,000 divided by the same grant-date valuation as is used for annual long-term incentive award to Partnership officers through the modified total unitholders return analysis.

Current year amounts reflect annual awards granted on January 2, 2025.

As of December 31, 2024, Mr. Anderson had 43,611 unvested Energy Transfer restricted units outstanding, Mr. Brannon had 43,611 unvested Energy Transfer restricted units outstanding, Mr. Grimm had 43,611 unvested Energy Transfer restricted units outstanding, Mr. McReynolds had 34,054 unvested Energy Transfer restricted units outstanding, Mr. Perry had 44,611 unvested Energy Transfer restricted units outstanding and Mr. Ramsey had 31,184 unvested Energy Transfer restricted units outstanding.

The executive chairman and the employee directors do not receive compensation for their service on the board of our General Partner.