Sunoco LP (NYSE: SUN) EVP reports unit tax withholding and grants

Rhea-AI Filing Summary

Sunoco LP reported insider equity activity by its EVP & Chief Operations Officer. On 12/05/2025, the executive had 14,600 common units withheld at $55.26 per unit to cover tax liabilities when previously awarded restricted units vested, a common administrative transaction. After this, the executive directly owned 255,952 common units.

On the same date, the executive received a new grant of 35,100 restricted phantom units under Sunoco LP’s 2018 Long Term Incentive Plan, bringing direct beneficial ownership to 291,052 common units. In addition, the executive was granted 11,700 cash units under a Long-Term Cash Restricted Unit Plan, which are scheduled to vest in three annual installments and settle in cash based on the future market value of Sunoco LP common units.

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^*

Fails Karl R

(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 Operations 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		14,600(1)	D	$55.26	255,952	D
Common Units	12/05/2025		A		35,100(2)	A	$0	291,052	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		11,700		(3)	(3)	Common Units	11,700	(3)	17,200	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. Fails	12/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Sunoco LP (SUN) report in this Form 4?

The EVP & Chief Operations Officer had 14,600 common units withheld on 12/05/2025 at $55.26 per unit to pay taxes related to the vesting of restricted units.

How many Sunoco LP (SUN) units does the executive own after the reported transactions?

Following the reported transactions, the executive directly beneficially owned 291,052 Sunoco LP common units.

What new equity awards did the Sunoco LP (SUN) executive receive?

The executive received a grant of 35,100 restricted phantom units under the Sunoco LP 2018 Long Term Incentive Plan, generally vesting 60% on 12/05/2028 and 40% on 12/05/2030, subject to continued employment.

What are the terms of the cash units granted to the Sunoco LP (SUN) executive?

The executive was granted 11,700 cash units scheduled to vest one-third on December 5, 2026, one-third on December 5, 2027, and one-third on December 5, 2028, generally conditioned on continued employment.

How will the Sunoco LP (SUN) cash units be settled at vesting?

The cash units will be settled solely in cash, based on the fair market value of Sunoco LP common units determined by the average closing price over the 10 trading days before each vesting date.

What plan governs the restricted units used to pay the executive’s taxes at Sunoco LP (SUN)?

The withheld units relate to restricted units issued under one of the Sunoco LP Long-Term Incentive Plans (LTIP), where tax withholding via unit retention is the default method.