[8-K] Sunoco LP Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Sunoco LP announced that the board of its general partner approved a higher cash distribution of $0.9899 per common unit for the quarter ended March 31, 2026, or $3.9596 on an annualized basis. This represents an increase of about 6.25%, or $0.0582 per unit, versus the quarter ended December 31, 2025, including a one-time 5% step-up and a 1.25% quarterly increase.
The annualized first-quarter 2026 distribution is about 10% above the annualized first-quarter 2025 level and marks the sixth consecutive quarterly increase, following distribution growth of 2% in 2023, 4% in 2024, and 5% in 2025. The SUN and SUNC distributions are scheduled to be paid on May 20, 2026 to holders of record as of May 8, 2026.
Positive
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Negative
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Insights
Sunoco lifts quarterly payouts again, signaling ongoing distribution growth.
Sunoco LP and SunocoCorp LLC raised the quarterly distribution to $0.9899 per unit, or $3.9596 annualized, a 6.25% increase from the prior quarter. Management attributes the step-up to financial stability, accretive acquisitions, and growth projects.
The annualized first-quarter 2026 level is about 10% above the first quarter 2025 annualized distribution and continues a pattern of increases of 2% in 2023, 4% in 2024, and 5% in 2025. This is the sixth straight quarterly increase, aligning with a stated multi-year distribution growth rate of at least 5%.
The notice clarifies tax treatment: SUN distributions to foreign investors are fully treated as effectively connected income subject to withholding, while SUNC is taxed as a corporation and will use IRS Form 8937 to break out dividend versus return of basis on its distributions.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Quarterly distribution per SUN unit: $0.9899 per common unit
Annualized distribution per SUN unit: $3.9596 annualized
Quarter-over-quarter distribution increase: 6.25%
+5 more
8 metrics
Quarterly distribution per SUN unit
$0.9899 per common unit
For the quarter ended March 31, 2026
Annualized distribution per SUN unit
$3.9596 annualized
Based on first-quarter 2026 rate
Quarter-over-quarter distribution increase
6.25%
Increase vs. quarter ended December 31, 2025
Per-unit increase vs prior quarter
$0.0582 per common unit
Change from prior quarter’s distribution
Annualized increase vs Q1 2025
10%
First-quarter 2026 annualized vs first-quarter 2025 annualized
Historical distribution growth rates
2%, 4%, 5%
Annual increases in 2023, 2024, and 2025 respectively
Consecutive quarterly increases
Six quarters
Number of straight quarterly distribution raises
Foreign investor ECI share
100% of SUN distributions
Portion treated as effectively connected income for foreign investors
Key Terms
Distribution, Master limited partnership, Effectively connected income, Qualified notice, +2 more
6 terms
Distribution financial
"approved a cash distribution of $0.9899 per common unit ($3.9596 annualized)"
A distribution is a payment or transfer of value from a company, fund, or trust to its shareholders or unit holders, commonly made in cash, additional shares, or other assets. Investors care because distributions provide income, reflect how much cash a business or fund can return to owners, can influence yield and taxable income, and often affect the share price much like a store handing out a portion of its profits to customers.
Master limited partnership financial
"Sunoco LP is a leading energy infrastructure and fuel distribution master limited partnership"
A master limited partnership is a type of business structure that combines features of a corporation and a partnership, allowing it to raise money from investors while passing profits directly to them. Think of it as a shared ownership group that offers regular income, making it attractive to investors seeking steady cash flow. This structure is often used by companies involved in natural resources or energy, where consistent revenue is common.
Effectively connected income financial
"distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business"
Effectively connected income is income earned by a non‑U.S. person that is linked to business activity carried out in the United States — like profits from a U.S. branch or sales tied to operations here. For investors, that connection matters because such income is taxed under U.S. rules (often at regular rates rather than withholding rates), affecting after‑tax returns, required tax filings and possible withholding on distributions. Think of it as income taxed where the business ‘has a store.’
Qualified notice regulatory
"This release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d)"
A qualified notice is a formal communication that meets the specific wording, timing and delivery rules set out in a contract, corporate policy or law so it is legally effective. Think of it like a certified letter that ticks every checkbox required by an agreement. Investors care because only a qualified notice can trigger rights or changes — such as deadlines, payments, defaults or board actions — and thus can materially affect a company’s obligations and share value.
Return of tax basis financial
"its distributions should be classified as a taxable dividend and/or a return of tax basis"
IRS Form 8937 regulatory
"SUNC will publish IRS Form 8937, Report of Organizational Actions Affecting Basis of Securities"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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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. o
Item 7.01. Regulation FD Disclosure.
On April 21, 2026, Sunoco LP (the “Partnership”) issued a press release announcing that the Board of Directors of its general partner, Sunoco GP LLC, (the “Board”) approved a cash distribution of $0.9899 per common unit ($3.9596 annualized) on Partnership common units for the quarter ended March 31, 2026.
A copy of the press release is set forth in Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 8.01. Other Events.
On April 21, 2026, the Partnership issued a press release announcing that the Board approved a cash distribution of $0.9899 per common unit ($3.9596 annualized) on Partnership common units for the quarter ended March 31, 2026. The cash distribution will be paid on May 20, 2026 to common unitholders of record as of May 8, 2026.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Exhibit Description | |||||||
| 99.1 | Press Release dated April 21, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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: | April 21, 2026 | By: | /s/ Rick Raymer | ||||||||
Rick Raymer | |||||||||||
Vice President, Controller and Principal Accounting Officer | |||||||||||
Exhibit 99.1
 | News Release | ||||
Sunoco LP and SunocoCorp LLC Announce a 6.25% Increase in Quarterly Distributions
DALLAS, April 21, 2026 – Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) and SunocoCorp LLC (NYSE: SUNC) (“SUNC”) announced a quarterly distribution of $0.9899 per common unit, or $3.9596 on an annualized basis, for the quarter ended March 31, 2026. This represents an increase of approximately 6.25%, or $0.0582 per common unit, as compared to the quarter ended December 31, 2025.
This 6.25% increase is inclusive of a one-time step-up of 5% and a quarterly increase of 1.25%. The increase reflects SUN’s continued financial stability, execution of highly accretive acquisitions and growth projects, and confidence in future distribution increases.
The first quarter of 2026 annualized distribution represents an increase of approximately 10% over the first quarter of 2025 annualized distribution. This increase reflects SUN’s secure and growing distribution, supported by distribution increases of 2% in 2023, 4% in 2024, and 5% in 2025.
This is the sixth consecutive quarterly increase in SUN’s distribution and is consistent with SUN’s capital allocation strategy which includes a multi-year distribution growth rate of at least 5%.
The SUN and SUNC distributions will be paid on May 20, 2026 to holders of record of the respective securities on May 8, 2026.
About Sunoco LP
Sunoco LP is a leading energy infrastructure and fuel distribution master limited partnership operating across 32 countries and territories in North America, the Greater Caribbean, and Europe. The Partnership’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 160 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which distribute over 15 billion gallons annually to approximately 11,000 Sunoco and partner-branded retail locations, as well as independent dealers and commercial customers. SUN's general partner is owned by Energy Transfer LP (NYSE: ET).
SunocoCorp LLC is a publicly traded limited liability company that owns a direct limited partner interest in Sunoco LP.
SUN and SUNC are headquartered in Dallas, Texas. More information is available at www.sunocolp.com
Forward-Looking Statements
This news release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results, including future distribution levels, are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.
Qualified Notice with respect to Distributions on SUN Common Units
This release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that one hundred percent (100%) of Sunoco LP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of Sunoco LP’s distributions to foreign investors are subject to federal tax withholding at the highest applicable effective tax rate. Nominees, and not Sunoco LP, are treated as withholding agents responsible for withholding distributions received by them on behalf of foreign investors. For purposes of Treasury Regulation section 1.1446(f)-4(c)(2)(iii), brokers and nominees should treat one hundred percent (100%) of the distributions as being in excess of cumulative net income for purposes of determining the amount to withhold.
Tax Reporting with respect to Distributions on SUNC Common Units
SUNC is classified as a corporation for U.S. federal income tax purposes, and its distributions should be classified as a taxable dividend and/or a return of tax basis. SUNC will publish IRS Form 8937, Report of Organizational Actions Affecting Basis of Securities to clarify the expected portion of the quarterly distribution that will be taxable as a dividend versus return of tax basis. In the event that we are unable to timely determine the portion of our distribution that is a “dividend” for U.S.
Exhibit 99.1
federal income tax purposes, or a unitholder’s broker or withholding agent chooses to withhold taxes from distribution in a manner inconsistent with our determination of the amount that constitutes a “dividend” for such purposes, a unitholder’s broker or other withholding agent may overwithhold taxes from distributions paid.
Contacts
Sunoco Investors:
Scott Grischow
Treasurer, Senior Vice President – Finance
(214) 840-5660, scott.grischow@sunoco.com
Brian Brungardt
Director – Investor Relations
(214) 840-5437, brian.brungardt@sunoco.com
Sunoco Media:
Chris Cho, Director – Corporate Communications
(469) 646-1647, chris.cho@sunoco.com
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