Sunoco LP (SUN) EVP discloses tax withholding, phantom units and cash awards

Rhea-AI Filing Summary

Sunoco LP executive reports equity and cash-based awards and tax withholding. The Executive Vice President and Chief Commercial Officer filed a Form 4 disclosing compensation-related unit activity in Sunoco LP common units.

On 12/05/2025, 9,405 common units were withheld and disposed of at $55.26 per unit to cover tax liabilities triggered by the vesting of restricted units under Sunoco LP long-term incentive plans. After this withholding, the reporting person directly held 84,676 common units.

The executive also received 19,875 restricted phantom units under the Sunoco LP 2018 Long Term Incentive Plan, which are scheduled to vest 60% on 12/5/2028 and 40% on 12/5/2030, generally contingent on continued employment. In addition, an award of 6,625 cash units was granted under the Long-Term Cash Restricted Unit Plan, set to vest in three equal installments on December 5 of 2026, 2027, and 2028 and to be settled solely in cash based on the fair market value of Sunoco LP common units at each vesting date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Harkness Austin

(Last) (First) (Middle)

8111 WESTCHESTER DRIVE

STE 400

(Street)

DALLAS TX 75225

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sunoco LP [ SUN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units	12/05/2025		F		9,405(1)	D	$55.26	84,676	D
Common Units	12/05/2025		A		19,875(2)	A	$0	104,551	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cash Units	(3)	12/05/2025		A		6,625		(3)	(3)	Common Units	6,625	(3)	9,959	D

Explanation of Responses:

1. Payment of tax liability by withholding securities incident to the vesting of Restricted Units issued under one of the Sunoco LP Long-Term Incentive Plans (LTIP). This method is the default option for payment of tax liability upon vesting of LTIP awards.

2. Grant of restricted phantom units awarded under the terms of the Sunoco LP 2018 Long Term Incentive Plan, as amended, that will vest 60% on 12/5/2028 and 40% on 12/5/2030 generally contingent upon the continued employment of the reporting person on each applicable vesting date.

3. An award of cash units granted under the Sunoco LP Long-Term Cash Restricted Unit Plan, scheduled to vest one-third on December 5, 2026, one-third on December 5, 2027, and one-third on December 5, 2028, generally contingent upon the reporting person's continued employment with the Issuer or one of its affiliates on each applicable vesting date. The cash units will be settled solely in cash at the fair market value of the underlying common units based on the average closing price of a common unit for the ten (10) trading days immediately preceding the applicable vesting date.

	Peggy J. Harrison, Attorney-in-Fact for Mr. Harkness	12/09/2025
	** Signature of Reporting Person	Date
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