SUN Credit Amendment Allows $2,000,000,000 Reserved Cash to Be Netted

Rhea-AI Filing Summary

Sunoco LP executed Amendment No. 3 to its Third Amended and Restated Credit Agreement, modifying how certain reserved cash is treated for covenant testing. The amendment permits up to $2,000,000,000 of cash reserved to fund a portion of the cash consideration for the Parkland Acquisition to be netted when calculating the Net Leverage Ratio used in the financial maintenance covenant. The change is incorporated into the Amended Credit Agreement and the full amendment is filed as Exhibit 10.1 to the report.

Positive

• Amendment permits up to $2,000,000,000 of reserved cash for the Parkland Acquisition to be netted in the Net Leverage Ratio calculation
• Clarifies covenant treatment of acquisition-related cash within the existing credit facility by formal amendment
• Amendment is filed as Exhibit 10.1, providing investors access to the full agreement text

Negative

• None.

Insights

Financial Analyst

TL;DR: Amendment lets up to $2B of reserved acquisition cash be netted from the Net Leverage Ratio, altering covenant measurement.

The amendment directly changes the calculation of the Net Leverage Ratio for covenant purposes by allowing up to $2,000,000,000 of cash reserved for the Parkland Acquisition to be netted. That adjustment will affect the leverage metric used in financial maintenance testing under the credit facility and therefore the Partnership's reported covenant position. The amendment is recorded as Amendment No. 3 to the Third Amended and Restated Credit Agreement and is filed as Exhibit 10.1.

M&A Specialist

TL;DR: The credit amendment aligns financing mechanics with the Parkland Acquisition by permitting reserved cash to be excluded from leverage calculations.

By specifying that reserved cash earmarked for the Parkland Acquisition can be netted in the Net Leverage Ratio, the amendment clarifies how acquisition-related cash is treated under the facility. This change helps integrate the acquisition funding into the existing credit structure and is documented in Amendment No. 3 to the Third Amended and Restated Credit Agreement; the amendment is available as Exhibit 10.1 to the filing.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

August 8, 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 1.01 Entry into a Material Definitive Agreement.

Amendment to Credit Agreement

On August 8, 2025, Sunoco LP (the “Partnership”) entered into that certain Amendment No. 3 to Third Amended and Restated Credit Agreement among the Partnership, as borrower, certain subsidiaries of the Partnership, as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Amendment”), which amends that certain Third Amended and Restated Credit Agreement, dated as of May 3, 2024, entered into by and among the Partnership, the lenders and letter of credit issuers from time to time party thereto and Bank of America, N.A., as administrative agent, swingline lender and a letter of credit issuer (as previously amended by that certain Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of May 16, 2025, and that certain Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of June 17, 2025, the “Credit Agreement”, and the Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”).

The Credit Agreement was amended to, among other things, provide for up to $2,000,000,000 of cash that has been reserved by the Partnership to fund a portion of the cash consideration for the Parkland Acquisition (as defined in the Credit Agreement) to be netted in calculating the Net Leverage Ratio (as defined in the Amended Credit Agreement) for purposes of the financial maintenance covenant.

The foregoing description is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 relating to the Amendment under the heading “Amendment to Credit Agreement” is hereby incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Amendment No. 3 to Third Amended and Restated Credit Agreement, dated as of August 8, 2025, by and among Sunoco LP, as borrower, certain subsidiaries of Sunoco LP, as guarantors, Bank of America N.A., as administrative agent and swingline lender and the lenders and LC issuers party thereto.
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: August 8, 2025
				By:		/s/ Rick Raymer
				Name:		Rick Raymer
				Title:		Vice President, Controller and Principal Accounting Officer

3

FAQ

What did Sunoco (SUN) disclose in this Form 8-K?

Sunoco disclosed that it entered into Amendment No. 3 to its Third Amended and Restated Credit Agreement, which is filed as Exhibit 10.1.

What specific change does the amendment make to the credit agreement?

The amendment allows up to $2,000,000,000 of cash reserved to fund part of the Parkland Acquisition to be netted in calculating the Net Leverage Ratio for the financial maintenance covenant.

Which credit facility document was amended?

The amendment modifies the Third Amended and Restated Credit Agreement (originally dated May 3, 2024 and previously amended), with Bank of America, N.A. serving as administrative agent.

Does the filing disclose any new borrowing amounts?

No specific new borrowing amount is disclosed; the filing describes an amendment to covenant calculations rather than reporting a new loan amount.

Where can investors read the full amendment text?

The full amendment is filed as Exhibit 10.1 to the Current Report and is incorporated by reference into Item 1.01 and Item 2.03.

Who signed the report on behalf of Sunoco?

The report was signed by Rick Raymer, Vice President, Controller and Principal Accounting Officer, on behalf of Sunoco GP LLC, the general partner of Sunoco LP.