Energy Transfer LP

2. ACQUISITIONS

Vaquero Acquisition

On October 6, 2026, Energy Transfer entered into a definitive agreement to acquire all the equity interests of Vaquero and related assets for total consideration of approximately $2.63 billion. The transaction consideration will consist of $1.95 billion in cash and approximately 33.3 million newly issued Energy Transfer common units. Vaquero owns and operates natural gas gathering, processing, and transportation assets in the Delaware Basin. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals.

Sunoco LP

TanQuid Acquisition

On January 16, 2026, Sunoco LP completed the acquisition of TanQuid for €206 million ($239 million) and assumed debt with a fair value of €298 million ($346 million). TanQuid owns and operates 15 fuel terminals in Germany andone fuel terminal in Poland. The transaction was funded using cash on hand and amounts available under Sunoco LP’s credit facility.

The acquisition was recorded using the acquisition method of accounting which requires, among other things, that assets and liabilities assumed be recognized on the balance sheet at their estimated fair values as of the date of acquisition, with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Determining the fair value of acquired assets requires management’s judgment and the utilization of a third-party valuation specialist, if applicable, and involves the use of significant estimates and assumptions. Acquired assets were valued based on a combination of the discounted cash flow, the guideline company and the reproduction and replacement methods.

As of the date these financial statements were issued, Sunoco LP’s management and the third-party valuation specialist continue to evaluate certain assumptions, which could result in a change to the allocation of the fair value among reporting units or between line items on the consolidated balance sheet, potentially impacting deferred tax balances and/or goodwill. The following table summarizes the preliminary allocation of the purchase price among assets acquired and liabilities assumed.

Delta Acquisition

On April 1, 2026, Sunoco LP completed the acquisition of Delta Petroleum Group (BVI) Limited (“Delta”) for approximately $81 million, excluding cash and net working capital. The purchase price was allocated $36 million to property, plant and equipment, net, $15 million to intangible assets, and $24 million to goodwill. Delta owns and operates terminals and fuel distribution assets across five Caribbean markets. The transaction was funded using cash on hand and amounts available under Sunoco LP's credit facility.

Offen Acquisition by Sunoco LP

On October 27, 2026, Sunoco LP completed the acquisition of Offen Parent, LLC, the parent company of Offen Petroleum Holdings, LLC, in an all-cash transaction for approximately $600 million, plus working capital adjustments. Offen Parent, LLC and its subsidiaries are collectively referred to as “Offen Petroleum.” Offen Petroleum operates a U.S.-based fuel distribution network delivering approximately 2.5 billion gallons annually, serving approximately 7,000 customers and over 800 retail stations across the Midwest, Mountain West, and Southwest regions of the U.S.

The acquisition will be recorded using the acquisition method of accounting which requires, among other things, that assets and liabilities assumed be recognized on the balance sheet at their estimated fair values as of the date of acquisition, with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Management, with the assistance of a third-party valuation specialist, is in the process of determining the fair value of assets and liabilities as of the date of the acquisition. Determining the fair value involves the use of management's judgment as well as the use of significant estimates and assumptions.

Management expects that the purchase price will primarily be allocated to property, plant and equipment, intangible assets, and goodwill; however, as of the date these financial statements were issued, management and the third-party valuation specialist continue to evaluate certain assumptions, which could result in a change to the allocation of the fair value between line items on the consolidated balance sheet, potentially impacting deferred tax balances and/or goodwill.

Other Acquisitions

In the first, second and third quarters of 2026, Sunoco LP completed other acquisitions for total cash consideration of approximately $50 million, $22 million and $15 million, respectively, plus working capital. These transactions were accounted for as asset acquisitions.

USAC

J-W Power Company Acquisition

On January 12, 2026 (the “J-W Acquisition Date”), USAC completed the acquisition of J-W Energy Company (“J-W Energy”) and its subsidiary, J-W Power Company (“J-W Power”), a large privately-held provider of compression services in the United States. USAC purchased all of the issued and outstanding capital stock of J-W Energy from Westerman, Ltd. (the “J-W Power Acquisition”). USAC completed the acquisition for total consideration of approximately $912 million, consisting of (i) approximately $455 million in cash and (ii) approximately 18.2 million newly issued USAC common units, which had a fair value on the J-W Acquisition Date of approximately $457 million, with the aggregate payment subject to customary post-closing price adjustments. Upon consummation of the J-W Power Acquisition, J-W Power and J-W Energy became consolidated subsidiaries of USAC.

The J-W Power Acquisition added approximately 0.8 million active horsepower and 1.0 million total horsepower to USAC’s fleet across key regions including the Northeast, Mid-Con, Rockies, Gulf Coast, Bakken and Permian Basin. Through the J-W Power Acquisition, USAC also acquired specialized manufacturing facilities that support certain USAC internal compression requirements and those of third‑party customers.

The acquisition was recorded using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their estimated fair values as of the date of acquisition with any excess purchase price over the fair value of net assets acquired recorded to goodwill. Determining the fair value of acquired assets required management’s judgment and the utilization of a third-party valuation specialist, if applicable, and involved the use of significant estimates and assumptions. Acquired assets were valued based on a combination of the discounted cash flow, the guideline company and the reproduction and replacement methods. As of the date these consolidated financial statements were issued, the purchase price allocation is substantially complete; however, certain additional post-closing price adjustments may be made for up to one year following the J-W Acquisition Date.

The following table summarizes the allocation of the purchase price among assets acquired and liabilities assumed.

(1)Intangible assets, net consisted of approximately $6 million of trade names with a remaining useful life of approximately 3 years.

(2)Goodwill recorded is primarily related to the recognition of deferred tax liabilities arising from acquisition date fair value adjustments with the remainder related to expected commercial and operational synergies, and is subject to change based on final purchase price allocations. None of the goodwill recorded as a result of this transaction is deductible for tax purposes.