Skip to main content

Energy Transfer LP

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 19, 2026

ET$19.09+0.9%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

ITEM 9B. OTHER INFORMATION

On February 14, 2026, Gregory G. McIlwain, Executive Vice President – Operations, informed the Partnership of his intention to retire, effective April 6, 2026. The Partnership thanks Mr. McIlwain for his years of dedicated service and significant contributions to the Partnership and wishes him well in his retirement.

In connection with Mr. McIlwain’s retirement and (i) his willingness to be available on a consulting basis through the end of 2026; and (ii) in order to recognize his contributions to the Partnership, Mr. McIlwain and the Partnership intend to enter into a Restrictive Covenant and Separation Agreement and Full Release of Claims (the “McIlwain Separation Agreement”). The McIlwain Separation Agreement will become effective after execution and the expiration of a seven (7) day revocation period. The McIlwain Separation Agreement will provide for the following: (i) accelerated vesting of 10% of his unvested cash restricted units (3,862 units) under the Partnership’s Long-Term Cash Restricted Unit Plan (the “CRU Plan”), less all required governmental payroll deductions and withholdings, in exchange for the release of claims described below; (ii) accelerated vesting of 60% of his unvested restricted units (203,041 units) under the Partnership’s Amended and Restated Energy Transfer LP Long-Term Incentive Plan (the “ET LTIP Plan”), less all required governmental payroll deductions and withholdings, in consideration of the restrictive covenants described below; and (iii) accelerated vesting of 50% of his unvested cash restricted units (19,309 units) under the CRU Plan, less all required governmental payroll deductions and withholdings, in consideration of Mr. McIlwain entering into a consulting agreement, pursuant to which Mr. McIlwain will provide consulting services through December 31, 2026.

The McIlwain Separation Agreement will include, among other things, (i) a standard release of claims in favor of the Partnership, specifically including our General Partner and each of the Partnership’s respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents; (ii) a twelve (12) month restrictive covenant provision whereby Mr. McIlwain acknowledges obligations with respect to competition and solicitation of customers and employees; (iii) a non-disparagement clause; (iv) a confirmation and acknowledgement by Mr. McIlwain of his obligations with respect to proprietary and confidential information; and (v) a general twenty-four (24) month cooperation clause and an open-ended cooperation clause with respect to any currently pending litigation matter in which Mr. McIlwain is involved.

In addition to the foregoing, Mr. McIlwain will also receive the remaining 40% of his unvested restricted units (135,360 units) under the ET LTIP Plan and the remaining 40% of his unvested cash restricted units (15,446 units) under the CRU Plan pursuant to the qualified retirement provisions of each plan, which vesting will be subject to a six-month delay in the acceleration of vesting and payment of any associated distribution amount pursuant to the terms of the plans and Internal Revenue Code Section 409(A). Additional information on the retirement provisions associated with the Partnership’s incentive plans is available in Item 11, “Executive Compensation,” in this annual report on Form 10-K.

On February 19, 2026, the Partnership announced that, upon Mr. McIlwain’s retirement, Daniel Wentworth, 47, will assume the role of Executive Vice President – Operations, replacing Mr. McIlwain. Mr. Wentworth has served as Group Senior Vice President – Operations and Engineering of the Partnership since 2022. Prior to joining Energy Transfer in 2022, Mr. Wentworth worked for Caiman Energy II, LLC, a midstream energy company focused on the design, construction, operation and acquisition of midstream assets, having served as Executive Vice President and Chief Operating Officer, from 2017 to 2022, and as Senior Vice President – Engineering and Operations, from 2012 to 2017. He graduated from Mississippi State University with a degree in Mechanical Engineering.

In his new position, Mr. Wentworth will receive an annual base salary of $500,000 and will be eligible to participate in the Partnership’s Annual Bonus Plan, as amended (the “Bonus Plan”), at a bonus pool target of 130% of his annual eligible earnings. Actual bonus payments under the Bonus Plan will be at the discretion of the Partnership’s compensation committee and generally will be based upon the Partnership’s performance as compared to stated objectives and certain other factors as may be determined from time to time. Mr. Wentworth will also be eligible for long-term incentive awards under the ET LTIP Plan and the CRU Plan at an annual equity pool target of 500% of his annual base salary. Actual incentive equity awards under the ET LTIP Plan and CRU Plan are at the discretion of the Partnership’s compensation committee and are generally based on Partnership and individual performance. Mr. Wentworth will also receive a one-time grant of 22,500 restricted units under the ET LTIP Plan that will vest 60% on December 5, 2028, and the remaining 40% on December 5, 2030, and 7,500 cash restricted units under the CRU Plan, which shall vest in equal 1/3 increments on December 5, 2026, December 5, 2027, and December 5, 2028.

Mr. Wentworth will also be eligible to participate in all benefit and retirement plans on the same terms and conditions as other Partnership executives. There are no arrangements or understandings between Mr. Wentworth and any other person pursuant to which he was selected as an officer. There are no existing relationships between Mr. Wentworth, the General Partner, or the Partnership or any of their respective subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K or any familial relationship that would require disclosure under Item 401(d) of Regulation S-K.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.