[8-K] SUNOCO L.P. Reports Material Event

Rhea-AI Filing Summary

SUNOCO L.P. entered into a purchase agreement to sell 1,500,000 of its 7.875% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units in a preferred offering. The offering will generate $1.5 billion in gross proceeds to the Partnership before deducting the initial purchasers' aggregate discount of $22.5 million and other estimated offering expenses. The units are perpetual preferred securities with a stated fixed rate of 7.875% and feature cumulative dividends and reset mechanics as indicated by their name. The filing is executed by Sunoco GP LLC and signed by Rick Raymer, Vice President, Controller and Principal Accounting Officer.

Positive

• $1.5 billion in gross proceeds from the Preferred Offering strengthens the Partnership's capital position
• Issuance via preferred units raises capital without adding senior unsecured debt on the balance sheet
• The offering is structured as fixed-rate (7.875%) cumulative perpetual preferred units, appealing to income-focused investors

Negative

• Initial purchasers' aggregate discount of $22.5 million and other offering expenses will reduce net proceeds
• The perpetual and cumulative nature of the preferred units creates an ongoing fixed dividend obligation
• Fixed 7.875% rate increases recurring cash distribution commitments and could pressure distributable cash flow

Insights

Financial Analyst

TL;DR Sunoco is raising $1.5 billion via perpetual preferred units, adding fixed-rate dividend obligations and improving near-term liquidity.

The transaction establishes a sizeable capital raise through 1.5 million Series A preferred units at a stated 7.875% rate, producing $1.5 billion in gross proceeds before a $22.5 million initial purchasers' discount and other fees. For investors, this is a financing tool that bolsters the partnership's capital base without increasing senior unsecured debt. The perpetual, cumulative and resettable nature of the securities creates a long-term dividend obligation that will rank ahead of common units for distributions.

Corporate Finance Specialist

TL;DR Material preferred issuance that provides substantial capital while creating ongoing fixed-rate payment obligations.

The Preferred Offering's size and structure indicate a deliberate choice to access equity-like capital with fixed cash commitments rather than straight debt. Gross proceeds of $1.5 billion provide immediate funding capacity; however, the aggregate initial purchasers' discount of $22.5 million and unspecified offering expenses reduce net proceeds. The perpetual cumulative structure preserves balance sheet flexibility but introduces a recurring distribution priority that affects cash available to common unitholders.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

September 4, 2025

Date of Report (Date of earliest event reported)

SUNOCO LP

(Exact name of registrant as specified in its charter)

Delaware		001-35653		30-0740483
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8111 Westchester Drive, Suite 400

Dallas, TX 75225

(Address of principal executive offices, including zip code)

(214) 981-0700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Units Representing Limited Partner Interests		SUN		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

On September 4, 2025, Sunoco LP, a Delaware limited partnership (the “Partnership”), entered into a purchase agreement (the “Purchase Agreement”), by and among the Partnership, Sunoco GP LLC, the general partner of the Partnership, and RBC Capital Markets, LLC and Barclays Capital Inc., as representatives of the initial purchasers (the “Initial Purchasers”) named on Schedule A to the Purchase Agreement. The Purchase Agreement provides for the offer and sale (the “Preferred Offering”) by the Partnership, and the purchase by the Initial Purchasers, of an aggregate 1,500,000 of the Partnership’s 7.875% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”). The Partnership will receive gross proceeds of $1.5 billion from the sale of the Series A Preferred Units before deducting the Initial Purchasers’ discount of an aggregate $22.5 million and other estimated offering expenses.

The Series A Preferred Units were sold to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and in accordance with Regulation S under the Securities Act. The Preferred Offering is expected to settle on September 18, 2025, subject to the satisfaction of customary closing conditions.

The Series A Preferred Units are not convertible into or exchangeable for any other securities of the Partnership. Except as otherwise provided in the Third Amended and Restated Agreement of Limited Partnership that the Partnership expects to enter into in connection with closing of the Preferred Offering, or as otherwise required by applicable law, the holders of Series A Preferred Units shall have no voting rights.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				SUNOCO LP
				By:		SUNOCO GP LLC,
						its General Partner
Date: September 9, 2025
				By:		/s/ Rick Raymer
				Name:		Rick Raymer
				Title:		Vice President, Controller and Principal Accounting Officer

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FAQ

What did SUN (Sunoco L.P.) announce in this 8-K?

SUNOCO L.P. entered a purchase agreement to sell 1,500,000 Series A preferred units, generating $1.5 billion in gross proceeds before discounts and expenses.

What type of securities is SUN selling and what is the rate?

The Partnership is selling 7.875% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units.

How much will SUNOCO L.P. pay in initial purchasers' fees or discounts?

The filing states an aggregate initial purchasers' discount of $22.5 million.

Will this offering increase SUN's debt?

The offering is for preferred units (equity-like securities). The filing does not state an increase in senior debt.

Who signed the filing for SUNOCO?

The filing is executed by Sunoco GP LLC and signed by Rick Raymer, Vice President, Controller and Principal Accounting Officer.