Sunoco LP (NYSE: SUN) CEO granted 97,200 phantom units and 32,400 cash units

Rhea-AI Filing Summary

Sunoco LP reported equity transactions by its President & CEO, who is also a director. On 12/05/2025, 33,810 common units were withheld at $55.26 per unit to cover tax liabilities tied to vesting restricted units under long-term incentive plans. On the same date, he received a grant of 97,200 restricted phantom units at no cost under the 2018 Long Term Incentive Plan, scheduled to vest 60% on 12/5/2028 and 40% on 12/5/2030, generally requiring continued employment. He also received an award of 32,400 cash units under a long-term cash restricted unit plan, vesting in three equal installments in 2026, 2027, and 2028 and settled in cash based on the average market price of Sunoco common units. After these transactions, he beneficially owned 591,888 common units directly, 10,000 units indirectly through the Kim Living Trust, and 44,900 cash 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^*

Kim Joseph

(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)

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

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		33,810(1)	D	$55.26	494,688	D
Common Units	12/05/2025		A		97,200(2)	A	$0	591,888	D
Common Units								10,000	I	By: Kim Living Trust

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		32,400		(3)	(3)	Common Units	32,400	(3)	44,900	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. Kim	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Sunoco LP (SUN) disclose for 12/05/2025?

Sunoco LP disclosed that its President & CEO had 33,810 common units withheld at $55.26 per unit to satisfy tax liabilities upon vesting of restricted units, and received new long-term incentive awards on 12/05/2025.

How many restricted phantom units did the Sunoco LP (SUN) CEO receive?

The CEO received a grant of 97,200 restricted phantom units under the Sunoco LP 2018 Long Term Incentive Plan, as amended.

What are the vesting dates for the new Sunoco LP (SUN) restricted phantom units?

The restricted phantom units are scheduled to vest 60% on 12/5/2028 and 40% on 12/5/2030, generally contingent on the CEO’s continued employment at each vesting date.

What long-term cash incentive award did the Sunoco LP (SUN) CEO receive?

He received an award of 32,400 cash units under the Sunoco LP Long-Term Cash Restricted Unit Plan, vesting one-third each on December 5, 2026, 2027, and 2028.

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 the underlying common units using the average closing price over the ten trading days immediately before each vesting date.

What is the Sunoco LP (SUN) CEO’s beneficial ownership after these transactions?

After these transactions, he beneficially owned 591,888 common units directly, 10,000 common units indirectly through the Kim Living Trust, and 44,900 cash units.