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

Rhea-AI Filing Summary

SUNOCO L.P. reported that Sunoco will acquire all issued and outstanding common shares of Parkland under an Arrangement Agreement dated May 4, 2025. The Parkland Acquisition is subject to customary conditions including regulatory and stock exchange approvals and therefore may not close as contemplated or at all. The filing describes a mechanism for a special mandatory redemption of senior notes and Series A Preferred Units if the Arrangement Agreement is terminated or the parties determine the acquisition cannot be completed by a specified redemption date. The filing also references press releases dated September 4, 2025 announcing the pricing of a Notes Offering and a Preferred Offering and incorporates risk-factor disclosures by reference.

Positive

• Definitive Arrangement Agreement to acquire all issued and outstanding common shares of Parkland was executed, establishing a clear transaction framework
• Financing actions announced: press releases dated September 4, 2025 disclose pricing of a Notes Offering and a Preferred Offering, indicating capital markets activity to support the transaction

Negative

• Transaction conditional on customary approvals including regulatory and stock exchange listing, so closing is not guaranteed
• Special mandatory redemption provision could require repayment of senior notes and Series A Preferred Units at par plus accrued interest if the deal is terminated or cannot complete by the redemption date
• Potential dilution and business uncertainty during pendency, including restrictions on Parkland's operations and possible issuance of additional limited partner units

Insights

Financial Analyst

TL;DR: SUN announces a transformational acquisition subject to approvals; financing and redemption mechanics add conditional capital structure risk.

The filing confirms Sunoco agreed to acquire Parkland via an Arrangement Agreement, but completion is conditional on regulatory and listing approvals, so near-term financial impact is uncertain. The document flags a special mandatory redemption provision that would require repayment of newly issued senior notes and Series A preferred units at par plus accrued amounts if the deal does not proceed, which could affect liquidity planning and capital structure depending on timing. The filing references separate press releases for the Notes and Preferred offerings and incorporates detailed risk-factor disclosures by reference rather than repeating them.

M&A Specialist

TL;DR: A definitive arrangement is in place but remains conditional; termination triggers explicit redemption obligations and potential dilution.

The Arrangement Agreement creates a clear path to combine Sunoco and Parkland, but the numerous closing conditions and referenced restrictions during the pendency introduce execution risk. The special mandatory redemption clauses are standard protective mechanics but are material: they obligate repayment of debt and preferred units if the transaction cannot close, which may influence negotiation leverage, timing, and counterparties' behaviour. The filing sensibly points readers to the management information circular, AIF and MD&A for full risk detail.

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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. ☐

Explanatory Note

As previously disclosed in a Current Report on Form 8-K, filed on May 6, 2025, Sunoco LP (the “Partnership” or “Sunoco”), SunocoCorp LLC, a Delaware limited liability company and wholly owned subsidiary of Sunoco (f/k/a NuStar GP Holdings, LLC) (“SunocoCorp”), 2709716 Alberta Ltd., an Alberta corporation and wholly owned subsidiary of SunocoCorp, and Parkland Corporation, an Alberta corporation (“Parkland”), entered into an Arrangement Agreement, dated as of May 4, 2025 (as amended to date, the “Arrangement Agreement”), pursuant to which, among other things, and on the terms and subject to the conditions set forth therein, Sunoco will acquire all of the issued and outstanding common shares of Parkland (the “Parkland Acquisition”). Closing of the Parkland Acquisition is subject to customary conditions, including, among other things, regulatory and stock exchange listing approvals. No assurance can be given that the Parkland Acquisition will be completed on the timeline currently contemplated or at all.

Item 7.01 Regulation FD Disclosure.

On September 4, 2025, the Partnership issued a press release announcing the pricing of the previously announced private offering of senior notes (the “Notes Offering”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.

On September 4, 2025, the Partnership issued a press release announcing the pricing of the previously announced private offering of Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units” and such offering, the “Preferred Offering”). A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.

The information included herein (including the exhibits) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Neither the Notes Offering nor the Preferred Offering is contingent on the completion of the Parkland Acquisition, and neither the Notes Offering nor the Preferred Offering is contingent on the completion of the other.

However, if (x) the consummation of the Parkland Acquisition does not occur on or before May 5, 2026 (the “Special Mandatory Redemption Date”); or (y) prior thereto, the Partnership notifies the trustee or the paying agent, as applicable, in writing that (a) the Arrangement Agreement has been terminated, (b) the Partnership will not pursue the consummation of the Parkland Acquisition or (c) the Partnership has determined in its sole discretion that the Parkland Acquisition cannot or is not reasonably likely to be completed by the Special Mandatory Redemption Date, (i) the senior notes issued in the Notes Offering will be subject to a special mandatory redemption at a price equal to 100% of the initial issue price plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date and (ii) the Series A Preferred Units issued in the Preferred Offering will be subject to a special mandatory redemption at a price equal to $1,000 per Series A Preferred Unit plus, in each case, an amount equal to all accumulated but unpaid distributions thereon to, but not including, the Special Mandatory Redemption Date, whether or not declared.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any security, including the senior notes issued in the Notes Offering and the Series A Preferred Units issued in the Preferred Offering.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Exchange Act. In this context, forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often include, but are not limited to, words such as “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “anticipate,” “estimate,” “intend,” “plan,” “seek,” “see,” “target” or similar expressions, or variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the

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consummation of the proposed transaction and the anticipated benefits thereof. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Sunoco and Parkland, that could cause actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: the completion of the proposed transaction on the anticipated terms and timing, or at all, including obtaining regulatory approvals, court approvals and approval of the listing of the common units of SunocoCorp on the New York Stock Exchange; and the anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, prospects, business and management strategies for the management, expansion and growth of the combined company’s operations, including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; the ability of Sunoco and Parkland to integrate the business successfully and to achieve anticipated synergies and value creation; potential litigation relating to the proposed transaction that could be instituted against Sunoco, Parkland or their directors; the risk that disruptions from the proposed transaction will harm Sunoco’s or Parkland’s business, including current plans and operations and that management’s time and attention will be diverted on transaction-related issues; potential adverse reactions or changes to business relationships, including with employees, suppliers, customers, competitors or credit rating agencies, resulting from the announcement or completion of the proposed transaction; the potential for modification or adjustment of the Arrangement Agreement; the parties’ ability to satisfy their respective conditions and consummate the transaction; rating agency actions and Sunoco and Parkland’s ability to access short-and long-term debt markets on a timely and affordable basis; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed transaction that could affect Sunoco’s and/or Parkland’s financial performance and operating results; certain restrictions during the pendency of the arrangement that may impact Parkland’s ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; dilution caused by Sunoco’s issuance of additional units representing limited partner interests in connection with the proposed transaction; fees, costs and expenses and the possibility that the transaction may be more expensive to complete than anticipated; and those risks described (i) under the heading “Risk Factors” in the management information circular and proxy statement with respect to the Parkland Acquisition, as filed on the System for Electronic Data Analysis and Retrieval + in Canada (SEDAR+) and available on Parkland’s website at http://www.parkland.ca, (ii) under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in Parkland’s current Annual Information Form dated March 5, 2025, and under the headings “Forward-Looking Information” and “Risk Factors” included in the Q4 2024 Management’s Discussion and Analysis dated March 5, 2025, in the Q1 2025 Management’s Discussion and Analysis dated May 5, 2025 and in the Q2 2025 Management’s Discussion and Analysis dated August 5, 2025, each as filed on the System for Electronic Data Analysis and Retrieval + in Canada (SEDAR+) and available on Parkland’s website at http://www.parkland.ca, (iii) in Item 1A of Sunoco’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 14, 2025, and (iv) in Item 1A of Sunoco’s Quarterly Reports on Form 10-Q, filed with the SEC on May 8, 2025 and August 7, 2025. Those disclosures are incorporated by reference in this Current Report on Form 8-K. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Readers are cautioned not to place undue reliance on this forward-looking information, which is as of the date of this Current Report on Form 8-K. Sunoco and Parkland do not intend to update these statements unless required by the securities laws to do so, and Sunoco and Parkland undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated September 4, 2025, announcing the pricing of the Notes Offering.
99.2		Press Release, dated September 4, 2025, announcing the pricing of the Preferred Offering.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 5, 2025
				By:		/s/ Rick Raymer
				Name:		Rick Raymer
				Title:		Vice President, Controller and Principal Accounting Officer

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FAQ

What did SUN (SUN) announce about Parkland?

Sunoco agreed to acquire all common shares of Parkland under an Arrangement Agreement dated May 4, 2025; closing is subject to regulatory and listing approvals.

Are there financing steps tied to the acquisition?

Yes. The filing references press releases dated September 4, 2025 announcing the pricing of a Notes Offering and a Preferred Offering related to the transaction.

What happens if the acquisition does not close?

Senior notes and Series A Preferred Units are subject to a special mandatory redemption at 100% of initial issue price (plus accrued amounts) if the Arrangement Agreement is terminated or the acquisition is not reasonably likely to complete by the Special Mandatory Redemption Date.

What key risks did the filing highlight?

Material risks include regulatory approval risk, financing and market access risk, business uncertainty during the pendency, potential dilution, and additional costs, with full risk disclosures incorporated by reference.

Where can I find more detailed risk disclosures?

The filing incorporates by reference Parkland’s management information circular and Annual Information Form and Sunoco’s Item 1A risk-factor disclosures in its SEC filings and quarterly reports.