Sunoco LP (SUN) director receives 2,436 restricted phantom units grant

Rhea-AI Filing Summary

Sunoco LP reported that one of its directors received an equity-based award in the form of restricted phantom common units. On 01/02/2026, the director was granted 2,436 common units at a stated price of $0, increasing the director’s beneficial ownership to 6,117 common units held directly after the transaction.

The award was granted under the Sunoco LP 2018 Long Term Incentive Plan, as amended, and is structured to vest over the long term. According to the filing, the restricted phantom units will vest 60% on 01/02/2029 and the remaining 40% on 01/02/2031, generally contingent on the director’s continued service on the board of directors on 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^*

Smith W Brett

(Last) (First) (Middle)

400 W WALL SUITE 300

(Street)

MIDLAND TX 79701

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		A		2,436(1)	A	$0	6,117	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

Explanation of Responses:

1. 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 01/02/2029 and 40% on 01/02/2031 generally contingent upon the reporting person's continued service on the board of directors on each applicable vesting date.

	/s/ Peggy J. Harrison, Attorney-in-Fact for Mr. Smith	01/06/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

Sunoco LP disclosed that one of its directors received a grant of 2,436 restricted phantom common units on 01/02/2026 under the company’s long-term incentive plan.

How many Sunoco LP (SUN) units does the reporting person own after this transaction?

Following the reported grant, the director beneficially owns 6,117 Sunoco LP common units, held in direct ownership form.

What are the vesting terms of the 2,436 restricted phantom units at Sunoco LP (SUN)?

The 2,436 restricted phantom units will vest 60% on 01/02/2029 and 40% on 01/02/2031, generally contingent on the director’s continued service on the board at each vesting date.

Under which plan were the restricted phantom units for Sunoco LP (SUN) granted?

The grant was made under the Sunoco LP 2018 Long Term Incentive Plan, as amended, which governs the terms of these restricted phantom unit awards.

Is the reporting person a director or officer of Sunoco LP (SUN)?

The filing identifies the reporting person’s relationship to Sunoco LP as a Director, with the corresponding box checked in the relationship section.

Was this Sunoco LP (SUN) Form 4 filed for one or multiple reporting persons?

The Form 4 was filed by one reporting person, as indicated by the checked line in the filing’s reporting person section.