SUNOCO L.P. 8-K Filings

Sunoco LP reports that senior management will meet with members of the investment community at two upcoming industry conferences. The Partnership plans to participate in the 2026 Citi Natural Resources Conference on August 11, 2026, and the Barclay’s 40th Annual Energy-Power Conference on September 9, 2026.

Presentation materials used in these investor meetings will be posted on the Partnership’s website at http://www.sunocolp.com under “Investor Relations - Webcasts & Presentations” prior to the meetings. The Partnership states it does not undertake to update posted information, though additional information may be added through future press releases and Exchange Act reports. The report also includes customary cautionary language that discussions may contain forward-looking statements subject to various risks and uncertainties described in the Partnership’s Annual Report on Form 10-K and other SEC filings.

Sunoco LP and SunocoCorp LLC reported a sharp improvement for the quarter ended June 30, 2026, with net income of $283 million versus $86 million a year earlier. Adjusted EBITDA was $982 million, or $996 million excluding $14 million of one-time transaction expenses, and Distributable Cash Flow, as adjusted, reached $608 million versus $300 million.

Revenue was $14.26 billion, driven by stronger contributions across Fuel Distribution, Pipeline Systems, Terminals and the new Refinery segment. Fuel Distribution delivered Adjusted EBITDA of $504 million on about 4.1 billion gallons sold at a 17.1 cent fuel margin. At June 30, 2026, long-term debt was about $13.3 billion, liquidity on the revolving credit facility was about $2.3 billion, and the leverage ratio was 3.7x.

The quarterly cash distribution was increased to $1.0023 per common unit ($4.0092 annualized), the seventh consecutive quarterly increase and more than 10% above the prior-year quarter. Total capital spending in the quarter was $202 million, including $125 million of growth and $77 million of maintenance capital. Full-year 2026 Adjusted EBITDA guidance was raised by $400 million to a range of $3.5 billion to $3.7 billion, reflecting contributions from recent acquisitions such as Parkland and TanQuid.

Sunoco LP reported much stronger first‑quarter 2026 results, driven by acquisitions and higher margins. Revenue reached $10,690 million versus $5,179 million a year earlier, while net income rose to $644 million from $207 million. Adjusted EBITDA was $858 million, up from $458 million, and Distributable Cash Flow, as adjusted, increased to $535 million from $310 million.

The partnership declared a quarterly distribution of $0.9899 per common unit, a 6.25% increase over the prior quarter and more than 10% above the first quarter of 2025, marking a sixth consecutive quarterly raise. Segment performance was broad-based, with Fuel Distribution Adjusted EBITDA at $529 million versus $220 million, Terminals at $107 million versus $66 million, Pipeline Systems at $179 million versus $172 million, and the new Refinery segment contributing $43 million.

Growth reflected the Parkland and TanQuid acquisitions, higher fuel volumes of 3.8 billion gallons, and stronger terminal and pipeline throughput. At March 31, 2026, Sunoco reported long‑term debt of about $13.9 billion, liquidity of roughly $2.2 billion on its revolving credit facility, and a leverage ratio near 4.0x net debt to Adjusted EBITDA.

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.

Sunoco LP completed a private debt offering totaling $1.2 billion, issuing $600 million of 5.375% senior notes due 2031 and $600 million of 5.625% senior notes due 2034. The partnership received approximately $1,187.5 million in net proceeds.

Sunoco intends to use the cash mainly to redeem NuStar Logistics’ 6.000% senior notes due 2026 and its own 6.000% senior notes due 2027, with any remaining funds for general partnership purposes, which may include repaying additional debt.

Sunoco LP is raising new debt and refinancing existing notes. The partnership priced at 100% a private offering of $600 million of 5.375% senior notes due 2031 and $600 million of 5.625% senior notes due 2034, upsized from $500 million each. The sale is expected to settle on March 9, 2026, subject to customary conditions.

Sunoco intends to use the net proceeds to redeem in full NuStar Logistics, L.P.’s 6.000% senior notes due 2026 and Sunoco’s 6.000% senior notes due 2027, and for general partnership purposes, which may include repaying additional indebtedness or amounts under its revolving credit facility.

Sunoco LP is launching a private offering of $1.0 billion in senior notes, split between $500 million notes due 2031 and $500 million notes due 2034. The partnership plans to use the proceeds, along with its revolving credit facility, to redeem NuStar’s 6.000% notes due 2026 and Sunoco’s 6.000% notes due 2027 at par plus accrued interest.

As of February 23, 2026, Sunoco reported $500 million of cash and cash equivalents, about $338 million drawn on its revolver and roughly $2,109 million of additional borrowing capacity. The filing also provides unaudited 2025 pro forma results reflecting the completed Parkland acquisition, showing combined revenues of about $41,941 million and net income attributable to common units of $(75) million assuming the deal had been effective January 1, 2025.

Sunoco LP reported solid growth for the fourth quarter and full year 2025, driven largely by acquisitions and stronger fuel distribution results. For the quarter, net income attributable to SUN was $97 million, while Adjusted EBITDA rose to $646 million, or $706 million excluding $60 million of one-time transaction-related expenses.

Distributable Cash Flow, as adjusted, for the quarter increased to $442 million from $261 million a year earlier, and full-year 2025 Adjusted EBITDA grew to $2.05 billion from $1.46 billion. The fuel distribution segment benefited from a 54% increase in volumes, with 3.3 billion gallons sold and a fuel margin of 17.7 cents per gallon in the quarter.

Sunoco completed the acquisition of Parkland Corporation on October 31, 2025 and closed the TanQuid acquisition in January 2026, which significantly expanded assets and volumes across fuel distribution, terminals, and refining. At December 31, 2025, SUN had long-term debt of about $13.4 billion and reported a leverage ratio of approximately 4.0x net debt to Adjusted EBITDA, matching its long-term target. The partnership ended 2025 with its eighth consecutive year of Distributable Cash Flow per common unit growth and increased its quarterly distribution by 1.25% to $0.9317 per common unit, or $3.7268 annualized, while targeting at least 5% annual distribution growth for 2026.

Sunoco LP reports that it has completed its previously announced strategic transaction in which Sunoco acquired all issued and outstanding common shares of Parkland Corporation under a court-approved plan of arrangement, making Parkland an indirect, wholly owned subsidiary of Sunoco.

In this report, Sunoco provides updated financial information related to that deal. It files Parkland’s unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 as Exhibit 99.1. It also files unaudited pro forma condensed combined financial information for Sunoco and Parkland as Exhibit 99.2, including pro forma statements of operations for the year ended December 31, 2024 and for the nine months ended September 30, 2025, plus a pro forma combined balance sheet as of September 30, 2025 and related notes.

Sunoco LP filed a current report to let investors know it has released its business outlook and guidance for 2026. The partnership issued a news release on January 6, 2026, and that release is attached as an exhibit to the report.

The news release is treated as information that is "furnished" rather than "filed" under securities laws, which limits how it is used for certain legal purposes. The filing itself does not include the detailed financial outlook, but directs readers to the attached press release for the full 2026 guidance.

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 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.

Sunoco LP announced it expects to close its previously announced acquisition of Parkland Corporation on October 31, 2025, subject to the satisfaction or waiver of customary closing conditions.

Sunoco also said the common units representing limited liability company interests in SunocoCorp LLC to be issued to Parkland shareholders are expected to begin trading on the NYSE on November 3, 2025 under the ticker SUNC. The announcement was furnished via a press release attached as Exhibit 99.1.

Sunoco LP announced strong early results for its private exchange offers tied to the pending Parkland acquisition. As of 5:00 p.m. New York City time on October 20, 2025, holders had tendered C$1,352,346,000 of Parkland’s Canadian dollar notes (about 84.5% of that total) and US$2,564,002,000 of U.S. dollar notes (about 98.6%). Sunoco has received requisite consents from eligible holders of each series to amend the notes and related indentures.

The early participation premium was extended so that holders tendering up to the 5:00 p.m. New York City time November 4, 2025 expiration receive the same consideration: C$1,000 or US$1,000 principal amount of new Sunoco notes per C$1,000 or US$1,000 tendered, plus an early participation premium of C$50.00 or US$50.00 in principal and a cash payment of C$2.50 or US$2.50. Tendered notes and consents may no longer be withdrawn except where required by law. The exchange offers are conditioned on, and cannot waive, consummation of the Parkland acquisition and are being conducted under confidential memoranda in a private transaction.

Sunoco LP announced a quarterly cash distribution of $0.9202 per common unit, equivalent to $3.6808 annualized, for the quarter ended September 30, 2025.

The distribution will be paid on November 19, 2025 to common unitholders of record as of October 30, 2025. The disclosure was made via a press release furnished under Regulation FD.

Sunoco LP announced that the Government of Canada has approved its planned acquisition of Parkland Corporation under the Investment Canada Act. This marks a key regulatory milestone for the cross-border transaction.

The companies stated that closing remains subject to obtaining certain remaining regulatory approvals and the satisfaction or waiver of customary closing conditions. The parties also furnished a joint press release outlining the update.

The filing reiterates typical forward-looking risks, including the timing and completion of the acquisition, integration execution, potential litigation, market reactions, financing access, and the approval of listing for equity to be issued as consideration. The update signals progress while emphasizing that the deal is not yet complete.

Sunoco LP entered into an Arrangement Agreement to acquire all issued and outstanding common shares of Parkland Corporation under terms dated May 4, 2025, subject to regulatory and stock exchange approvals and customary closing conditions. The companies warn there is no assurance the transaction will close on the currently contemplated timeline or at all.

The filing also describes confidential Exchange Offer Memoranda dated October 6, 2025 to exchange various Parkland senior notes (including PKI Notes maturing 2026–2032 with coupons such as 3.875%, 5.875%, 6.625%) for new notes issued by the partnership plus cash, and multiple amendments to the Third Amended and Restated Credit Agreement, the latest being Amendment No. 4 dated October 3, 2025. The companies disclose typical transaction risks including financing availability, business uncertainty during the pendency, potential dilution from additional units, and closing costs.

Sunoco LP (SUN) and Parkland Corporation disclosed that the Hart-Scott-Rodino waiting period has expired, clearing a regulatory precondition for a previously announced deal. Under an Arrangement Agreement dated May 4, 2025, as amended on May 26, 2025, Sunoco will acquire all issued and outstanding common shares of Parkland. A joint press release dated September 22, 2025 was furnished as Exhibit 99.1 and is incorporated into the current report. The filing furnishes the press release and references the Arrangement Agreement and its amendment; no financial terms, expected closing date, or pro forma metrics are provided in the disclosed text.

Sunoco LP entered an arrangement to acquire Parkland and financed the transaction with a substantial debt and preferred units offering. The partnership agreed to acquire all issued common shares of Parkland under an Arrangement Agreement dated May 4, 2025, subject to regulatory and listing approvals. Sunoco issued $1,000 million of 5.625% senior notes due March 15, 2031, and $900 million of 5.875% senior notes due March 15, 2034, receiving approximately $1,880 million of net proceeds to fund cash consideration for the Parkland Acquisition and related costs. Sunoco also established Series A Preferred Units with a $1,000 liquidation preference and cumulative semiannual distributions starting March 18, 2026, resetting to the five-year U.S. Treasury rate plus 4.230% (floor 1.00%) on the first reset. Completion remains subject to customary conditions and significant risks disclosed in the filing.

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.

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.

Sunoco LP and its affiliates entered into an Arrangement Agreement dated May 4, 2025, under which Sunoco will acquire all issued and outstanding common shares of Parkland Corporation on the terms and subject to customary closing conditions, including regulatory and stock exchange approvals. The filing states there is no assurance the acquisition will complete as contemplated. Following closing, approximately $3.8 billion of Parkland indebtedness is expected to remain outstanding, comprising Parkland senior unsecured notes and a Parkland EV Facility (C$54 million outstanding as of June 30, 2025). The Current Report references related press releases dated September 4, 2025, concerning a Notes Offering and a Preferred Offering and includes Parkland audited and interim financial statements and pro forma combined financial information.

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.