Sunoco Lp/Sunoco Fin Corp SEC Filings

Sunoco LP executive reports equity and cash-based awards and tax withholding. The VP & Controller & PAO of Sunoco LP reported transactions dated 12/05/2025 in the company’s common units. The filing shows 3,519 common units withheld at a price of $55.26 to cover tax liabilities upon vesting of restricted units under Sunoco LP long-term incentive plans, leaving 33,875 units owned afterward. It also records a grant of 5,438 restricted phantom units at no purchase price, increasing the executive’s direct holdings to 39,313 common units.

The report further discloses a derivative award of 1,812 cash units under the Sunoco LP Long-Term Cash Restricted Unit Plan. These cash units are scheduled to vest in three equal installments on December 5, 2026, 2027, and 2028, and will be settled in cash based on the average closing price of Sunoco LP common units before each vesting date. The restricted phantom units are scheduled to vest 60% on 12/5/2028 and 40% on 12/5/2030, generally conditioned on continued employment.

Sunoco LP reported insider equity activity by its EVP & Chief Operations Officer. On 12/05/2025, the executive had 14,600 common units withheld at $55.26 per unit to cover tax liabilities when previously awarded restricted units vested, a common administrative transaction. After this, the executive directly owned 255,952 common units.

On the same date, the executive received a new grant of 35,100 restricted phantom units under Sunoco LP’s 2018 Long Term Incentive Plan, bringing direct beneficial ownership to 291,052 common units. In addition, the executive was granted 11,700 cash units under a Long-Term Cash Restricted Unit Plan, which are scheduled to vest in three annual installments and settle in cash based on the future market value of Sunoco LP common units.

Sunoco LP executive Daniel Hand reported equity transactions related to long-term incentives. As EVP–Chief Sales Officer, he filed a Form 4 showing that 9,149 common units were withheld on 12/05/2025 at $55.26 per unit to cover taxes upon vesting of previously granted restricted units. After this, he directly held 151,039 common units.

On the same date, he received a grant of 19,875 restricted phantom units at no cost, which are scheduled to vest 60% on 12/5/2028 and 40% on 12/5/2030, generally contingent on continued employment. He also received 6,625 cash units under a long-term cash restricted unit plan, set to vest in three equal installments on December 5 of 2026, 2027, and 2028, and to be settled in cash based on the average market price of Sunoco common units. Following these awards, he held 170,914 common units and 9,959 cash units.

Sunoco LP reported equity transactions by its President & CEO, who is also a director. On 12/05/2025, 33,810 common units were withheld at $55.26 per unit to cover tax liabilities tied to vesting restricted units under long-term incentive plans. On the same date, he received a grant of 97,200 restricted phantom units at no cost under the 2018 Long Term Incentive Plan, scheduled to vest 60% on 12/5/2028 and 40% on 12/5/2030, generally requiring continued employment. He also received an award of 32,400 cash units under a long-term cash restricted unit plan, vesting in three equal installments in 2026, 2027, and 2028 and settled in cash based on the average market price of Sunoco common units. After these transactions, he beneficially owned 591,888 common units directly, 10,000 units indirectly through the Kim Living Trust, and 44,900 cash units.

Sunoco LP Chief Financial Officer reported a routine equity transaction involving common units of the company. On 12/05/2025, the officer disposed of 9,020 Sunoco LP common units at a price of $55.26 per unit in a transaction coded "F," which indicates securities withheld to cover taxes. This withholding related to the vesting of Restricted Units granted under a Sunoco LP long-term incentive plan, where using units to satisfy tax obligations is described as the default method. Following this tax-withholding transaction, the officer beneficially owned 42,609 common units directly.

Sunoco LP completed private exchange offers and consent solicitations tied to its Parkland acquisition. Holders tendered C$1,474,892,000 of Parkland’s Canadian notes, representing 92.2% of those series, and US$2,579,839,000 of U.S. dollar notes, representing 99.2%, with settlement on November 7, 2025. Tendered notes were exchanged for new Sunoco senior unsecured notes and cash, then cancelled.

Following requisite consents, Parkland executed supplemental indentures that eliminated substantially all restrictive covenants, certain events of default, the financial reporting covenant, and the change‑of‑control purchase offer for the remaining untendered PKI notes. Sunoco’s New CAD and New USD notes mirror the exchanged PKI notes in interest rate, payment dates, maturity, and redemption terms, and are guaranteed on a senior unsecured basis by specified subsidiaries. The New USD 2032 Notes are callable on or after August 15, 2027, with make‑whole and equity‑funded redemption features before that date. A change of control followed by a ratings decline triggers a 101% repurchase right.

Sunoco LP reported Q3 2025 results showing steady operations and significant strategic activity. Revenue was $6,032 million, up from $5,751 million a year ago, with operating income of $252 million. Net income reached $137 million (diluted EPS $0.64), and consolidated Adjusted EBITDA was $489 million.

The quarter featured major balance sheet moves ahead of closing the Parkland acquisition on October 31, 2025. Cash and cash equivalents rose to $3,239 million from $94 million at year‑end, while total long‑term debt, net, was $9,476 million. Sunoco issued $2.0 billion in new senior notes in September (5.625% due 2031 and 5.875% due 2034) and completed a private offering of $1.47 billion in 7.875% Series A Preferred Units. The revolving credit facility showed no borrowings and $1.45 billion in unused availability as of September 30.

By segment, Q3 Adjusted EBITDA was $232 million for Fuel Distribution, $182 million for Pipeline Systems, and $75 million for Terminals. The quarterly cash distribution per common unit was $0.9202.

Sunoco LP furnished an update on third-quarter 2025 results via an 8-K, noting that a press release with financial and operating details is provided as Exhibit 99.1 and furnished under Items 2.02 and 7.01.

The company also provided access details for an investor conference call to discuss the quarter, with a replay available for approximately 365 days at www.SunocoLP.com.

Sunoco LP completed its acquisition of Parkland Corporation on October 31, 2025 via a court-approved plan of arrangement, making Parkland an indirect, wholly owned subsidiary. Aggregate consideration to Parkland shareholders consists of approximately CAD$3.458 million in cash and approximately 51.5 million SunocoCorp Common Units. In connection with closing, Sunoco issued an equal number of Sunoco Class D Units to SunocoCorp, which are economically equivalent to Sunoco’s publicly traded common units and generally vote together one-for-one.

Based on the units issued at closing, SunocoCorp owns approximately 27.4% of Sunoco’s outstanding common units (treating Sunoco Common Units and Class D Units as a single class) as of the effective time. Sunoco and SunocoCorp entered into an Omnibus Agreement under which Sunoco will ensure that, from October 31, 2025 through December 31, 2027, SunocoCorp has sufficient cash to pay distributions per SunocoCorp Common Unit equal to 100% of distributions paid per Sunoco Common Unit. Governance changes include a Delegation Agreement under which Energy Transfer delegated authority to SunocoCorp to elect and remove directors of Sunoco’s general partner.