Sunoco updates shelf registration after Texas move

Sunoco LP filed a post-effective amendment to its Form S-3 shelf registration to reflect its redomiciliation from Delaware to Texas.

Rhea-AI Filing Summary

Sunoco LP filed a post-effective amendment to its Form S-3 shelf registration to reflect its redomiciliation from Delaware to Texas. The partnership converted its state of domicile on July 6, 2026 under a plan of conversion approved by the board of the general partner after a special committee recommendation.

Following the conversion, Sunoco LP’s affairs are governed by the Texas Business Organizations Code, and its prior Delaware certificate and limited partnership agreement were replaced by a new Texas certificate of formation and a Texas Agreement of Limited Partnership. Each common unit outstanding as a Delaware limited partnership unit became a common unit of the Texas limited partnership. Under Rule 414(d), Sunoco LP adopts the existing Form S-3 registration statement, as modified by this amendment, for all Securities Act and Exchange Act purposes. The filing also restates indemnification provisions for the general partner, directors, officers and affiliates, subject to limits where bad faith, fraud, willful misconduct or knowing criminal violations are determined by a final, non-appealable judgment, and notes the SEC’s view that Securities Act indemnification is unenforceable.

Filing Explained

The July 16, 2026 amendment preserves Sunoco’s existing Form S-3 shelf after the July 6, 2026 Texas redomiciliation; it provides future selling capacity, not evidence of a securities sale, issuance, or proceeds, so this filing discloses no new ownership change for existing common-unit holders.

Key Terms

post-effective amendment, redomiciliation, Texas Business Organizations Code, Rule 414(d), +1 more

5 terms

post-effective amendment regulatory

"POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-3"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

redomiciliation regulatory

"changed its state of domicile from the State of Delaware to the State of Texas"

Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.

Texas Business Organizations Code regulatory

"became subject to the Texas Business Organizations Code (the “TBOC”)"

Rule 414(d) regulatory

"Pursuant to Rule 414(d), the Registrant expressly adopts the Registration Statement"

indemnification regulatory

"the Registrant will generally indemnify its general partner, officers, directors and affiliates"

A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

Offering Details

shelf

Offering

Offering Type shelf

FAQ

What does Sunoco (SUN) disclose in this post-effective Form S-3 amendment?

Sunoco LP’s post-effective Form S-3 amendment updates its existing shelf registration to reflect a change in domicile from Delaware to Texas. It also confirms that, under Rule 414(d), Sunoco adopts the prior registration statement as its own for Securities Act and Exchange Act purposes.

How did Sunoco (SUN) change its legal domicile and governing law?

Sunoco LP converted its state of domicile from Delaware to Texas under a board-approved plan of conversion. As a result, its affairs are now governed by the Texas Business Organizations Code, and it operates under a new Texas certificate of formation and Texas partnership agreement.

What happens to Sunoco (SUN) common units after the redomiciliation?

Each Sunoco LP common unit as a Delaware limited partnership was converted into a common unit of the Texas limited partnership. Holders continue to own common units, but the issuer is now a Texas limited partnership rather than a Delaware one.

How does Sunoco (SUN) handle indemnification of its general partner and officers?

Under the Texas partnership agreement, Sunoco LP generally indemnifies its general partner, officers, directors and certain affiliates to the fullest extent permitted by law, except where a final, non-appealable judgment finds bad faith, fraud, willful misconduct, or knowing criminal violations.

What is the SEC’s position on Sunoco (SUN) indemnification for Securities Act liabilities?

Sunoco LP notes that, in the SEC’s opinion, indemnification for Securities Act liabilities is contrary to public policy and unenforceable. If such indemnification is sought, Sunoco states it will submit the issue to a court unless counsel believes it is already settled by controlling precedent.

Does this Sunoco (SUN) amendment create a new offering or keep the existing shelf in place?

The amendment is described as a post-effective update to the existing Form S-3 shelf registration. Sunoco LP uses Rule 414(d) to adopt the prior registration as its own after redomiciling, keeping the shelf in place rather than establishing a brand-new registration.

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Available on EDGAR 07/17/2026 - 06:05 AM Accepted by SEC EDGAR 07/16/2026 - 09:36 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on July 16, 2026.

Registration No. 333-282818

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

ON FORM S-3

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SUNOCO LP

(Exact name of registrant as specified in its charter)

Texas		30-0740483
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8111 Westchester Drive, Suite 400

Dallas, Texas 75225

(214) 981-0700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dylan A. Bramhall

Sunoco GP LLC

8111 Westchester Drive, Suite 400

Dallas, Texas 75225

(214) 981-0700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

E. Ramey Layne

Jackson A. O’Maley

Vinson & Elkins L.L.P.

845 Texas Ave, Suite 4700

Houston, Texas 77002

(713) 758-2222

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933. ☐

EXPLANATORY NOTE

On July 6, 2026, Sunoco LP (the “Registrant”) changed its state of domicile from the State of Delaware to the State of Texas pursuant to a plan of conversion. This redomiciliation was approved by the board of directors of the general partner in reliance in part on the recommendation of a special committee of the board of directors of the Registrant’s general partner. As a result of the redomiciliation, among other things, the affairs of the Registrant ceased to be governed by the Delaware Revised Uniform Limited Partnership Act and became subject to the Texas Business Organizations Code (the “TBOC”); the certificate of limited partnership and Third Amended and Restated Agreement of Limited Partnership of the Registrant, as amended by Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership of the Registrant, that were in effect immediately prior to the redomiciliation were replaced by a new certificate of formation filed with the Secretary of State of the State of Texas and the Agreement of Limited Partnership of the Registrant (the “Texas Partnership Agreement”) approved in connection with the redomiciliation and plan of conversion; and each common unit of the Registrant as a Delaware limited partnership was converted into a common unit of the Registrant as a Texas limited partnership.

Pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, File No. 333-282818 (the “Registration Statement”), solely to reflect the change in the Registrant’s state of domicile as a result of the redomiciliation or as necessary to keep the Registration Statement from being misleading in any material respect. The Registration Statement was originally filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on October 24, 2024. Pursuant to Rule 414(d), the Registrant expressly adopts the Registration Statement, as modified by this Post-Effective Amendment No. 1, as its own for all purposes of the Securities Act and Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a result of the redomiciliation.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The information set forth in this item is incorporated by reference from Item 14 of the Registrant’s Registration Statement on Form S-3 (File No. 333-282818), filed with the SEC on October 24, 2024.

Item 15. Indemnification of Directors and Officers.

As provided in the Texas Partnership Agreement, which is incorporated herein by reference, the Registrant will generally indemnify its general partner, officers, directors and affiliates of its general partner to the fullest extent permitted by law against all losses, claims, damages or similar events; provided, that the indemnitee will not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the indemnitee is seeking indemnification, the indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the indemnitee’s conduct was unlawful. To the fullest extent permitted by applicable law, Chapter 8 of the TBOC shall not apply to the Registrant, any partners or any indemnitee.

To the extent that the indemnification provisions of the Texas Partnership Agreement purport to include indemnification for liabilities arising under the Securities Act, in the opinion of the SEC, such indemnification is contrary to public policy and is therefore unenforceable.

The Registrant also maintains insurance coverage under a policy insuring its directors and officers against certain liabilities which they may incur in their capacity as such.

Item 16. Exhibits.

Exhibit No.		Description
3.1		Certificate of Formation of Sunoco LP, dated as of July 2, 2026 (incorporated by reference to Exhibit 3.1 of Sunoco LP’s Form 8-K12B (File No. 001-35653) filed by Sunoco LP on July 6, 2026)
3.2		Agreement of Limited Partnership of Sunoco LP, dated as of July  6, 2026 (incorporated by reference to Exhibit 3.2 of Sunoco LP’s Form 8-K12B (File No. 001-35653) filed by Sunoco LP on July 6, 2026)
5.1*		Opinion of Vinson & Elkins L.L.P.
23.1*		Consent of Grant Thornton LLP, independent registered public accounting firm (Sunoco LP)
23.2*		Consent of PricewaterhouseCoopers LLP
23.3*		Consent of Grant Thornton LLP, independent certified public accountants (ET-S Permian Holdings Company LP)
23.4*		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
24.1		Powers of Attorney (incorporated by reference to Exhibit 24.1 of Sunoco LP’s Registration Statement on Form S-3 (File No. 333-282818) filed by Sunoco LP on October 24, 2024)

*  Filed herewith

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

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(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) under the Securities Act that is a part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) under the Securities Act shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) under the Securities Act as part of a registration statement in reliance on Rule 430B under the Securities Act relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) under the Securities Act for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B under the Securities Act, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described under Item 15, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by the registrant is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas, on July 16, 2026.

SUNOCO LP
By:		Sunoco GP LLC, its general partner
By:		/s/ Dylan A. Bramhall
		Dylan A. Bramhall
		Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated, which are with Sunoco GP LLC, the general partner of Sunoco LP, on July 16, 2026.

Signature		Title (of Sunoco GP LLC)
/s/ Joseph Kim		President & Chief Executive Officer and Director
Joseph Kim		(Principal Executive Officer)
/s/ Dylan A. Bramhall		Chief Financial Officer
Dylan A. Bramhall		(Principal Financial Officer)
/s/ Rick J. Raymer		Vice President, Controller and Principal Accounting Officer
Rick J. Raymer		(Principal Accounting Officer)
*		Chairman of the Board
Ray W. Washburne
*		Director
David K. Skidmore
*		Director
Oscar A. Alvarez
*		Director
Bradley C. Barron
*		Director
W. Brett Smith

* Dylan A. Bramhall, by signing his name hereto, does hereby sign this document on behalf of each of the above-noted directors of the Registrant pursuant to powers of attorney duly executed by such persons.

By:		/s/ Dylan A. Bramhall
		Dylan A. Bramhall
		Attorney-in-fact

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