Sunoco LP (SUN) VP & Controller reports unit tax withholding and new long-term awards

Rhea-AI Filing Summary

Sunoco LP executive reports equity and cash-based awards and tax withholding. The VP & Controller & PAO of Sunoco LP reported transactions dated 12/05/2025 in the company’s common units. The filing shows 3,519 common units withheld at a price of $55.26 to cover tax liabilities upon vesting of restricted units under Sunoco LP long-term incentive plans, leaving 33,875 units owned afterward. It also records a grant of 5,438 restricted phantom units at no purchase price, increasing the executive’s direct holdings to 39,313 common units.

The report further discloses a derivative award of 1,812 cash units under the Sunoco LP Long-Term Cash Restricted Unit Plan. These cash units are scheduled to vest in three equal installments on December 5, 2026, 2027, and 2028, and will be settled in cash based on the average closing price of Sunoco LP common units before each vesting date. The restricted phantom units are scheduled to vest 60% on 12/5/2028 and 40% on 12/5/2030, generally conditioned on continued employment.

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^*

Raymer Rick

(Last) (First) (Middle)

8020 PARK LANE

STE 200

(Street)

DALLAS TX 75231

(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)
	VP & Controller & PAO

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		3,519(1)	D	$55.26	33,875	D
Common Units	12/05/2025		A		5,438(2)	A	$0	39,313	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)	12/05/2024		A		1,812		(3)	(3)	Common Units	1,812	(3)	2,846	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. Raymer	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 transactions did Sunoco LP (SUN) report on 12/05/2025?

The VP & Controller & PAO of Sunoco LP reported two main transactions on 12/05/2025: 3,519 common units were withheld at $55.26 per unit to cover tax liabilities tied to vesting restricted units, and 5,438 restricted phantom units were granted at no purchase price.

How many Sunoco LP (SUN) common units does the reporting person own after these transactions?

After the 12/05/2025 transactions, the reporting person beneficially owns 39,313 Sunoco LP common units directly, as shown in the filing.

Why were 3,519 Sunoco LP (SUN) common units withheld from the insider?

The 3,519 common units were withheld to pay tax liabilities arising from the vesting of restricted units issued under Sunoco LP’s Long-Term Incentive Plans. The filing notes that withholding securities is the default tax payment method for these awards.

What are the vesting terms of the 5,438 restricted phantom units at Sunoco LP (SUN)?

The 5,438 restricted phantom units granted on 12/05/2025 under the Sunoco LP 2018 Long Term Incentive Plan, as amended, will vest 60% on 12/5/2028 and 40% on 12/5/2030, generally contingent on the reporting person’s continued employment on each vesting date.

What is the structure of the cash unit award reported by Sunoco LP (SUN)?

The filing discloses an award of 1,812 cash units under the Sunoco LP Long-Term Cash Restricted Unit Plan. These are scheduled to vest one-third on December 5, 2026, one-third on December 5, 2027, and one-third on December 5, 2028, subject to continued employment, and will be settled solely in cash based on the average closing price of Sunoco LP common units before each vesting date.

Does the Sunoco LP (SUN) insider award involve actual share issuance for the cash units?

No. The filing states that the cash units granted under the Long-Term Cash Restricted Unit Plan will be settled solely in cash at the fair market value of the underlying common units, determined by the average closing price for the ten trading days before each vesting date.