SunocoCorp LLC (NYSE: SUNC) adopts cash restricted unit incentive plan

Rhea-AI Filing Summary

SunocoCorp LLC adopted a new long-term incentive program that grants cash-based awards tied to the value of its common units. Under the SunocoCorp LLC Long-Term Cash Restricted Unit Plan, each award represents the value of one common unit but is paid entirely in cash rather than equity.

Unless an award agreement states otherwise, these cash restricted units vest ratably over three years. If a participant’s employment or service ends because of death or disability, the awards vest early and are paid out at that time, while unvested awards are forfeited if employment ends for other reasons. The plan also accelerates vesting if a defined Change in Control occurs, such as an unrelated party acquiring 50% or more of the manager’s voting power, a complete liquidation, a sale of substantially all assets, or a new managing member taking control.

Insights

Compensation & Governance Analyst

New cash-based long-term incentive plan aligns awards with unit value but adds future cash obligations and change-in-control acceleration.

The filing adopts a new Long-Term Cash Restricted Unit Plan that grants units whose value equals one common unit, but all awards settle in cash rather than equity. Awards generally vest ratably over three years, with unvested portions forfeited if service ends for reasons other than death, disability, or a defined Change in Control. This structure links compensation to the value of common units while avoiding equity dilution.

The plan accelerates vesting upon death, disability, or a qualifying Change in Control, which can concentrate cash payouts at those events. Since each award tracks the value of a single common unit and pays in cash, higher common unit values at vesting increase the plan’s compensation cost. The Change in Control definition is broad, covering shifts in voting control, liquidation approvals, major asset sales, and changes in the managing member.

This disclosure matters because it formalizes a long-term incentive framework that can influence retention, behavior, and future cash outflows over the next three years and upon any qualifying Change in Control. Key items to watch are the volume of units granted under this plan in upcoming grant cycles, the company’s common unit value at vesting or payout events, and any corporate transactions that could trigger accelerated vesting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Act of 1934

December 5, 2025

Date of Report (Date of earliest event reported)

SUNOCOCORP LLC

(Exact name of registrant as specified in its charter)

Delaware			001-42928			85-0470977
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

8111 Westchester Drive, Suite 400
Dallas			,			Texas			75225
(Address of principal executive offices, including zip code)

(214) 981-0700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Units Representing Limited Liability Company Interests			SUNC			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ý

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    Cash Restricted Unit Plan

On December 5, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of SunocoCorp Management LLC (the “Manager”) adopted the SunocoCorp LLC Long-Term Cash Restricted Unit Plan (the “CRU Plan”) on behalf of SunocoCorp LLC (the “Company”). The CRU Plan is intended to provide cash incentive awards based on the value of the Company’s common units to certain employees and directors, although all awards will be settled in the form of cash. Each award, or unit, will be equal to the value of one Company common unit. The CRU Plan will be administered by the Committee.

Unless otherwise provided within an individual award agreement, the CRU Plan provides for the following: (1) each award shall be subject to a ratable three (3) year vesting period; (2) in the event that the individual’s employment or service relationship with the Company or an affiliate of the Company is terminated due to death or disability, the award will receive accelerated vesting and will pay out in connection with the applicable termination of employment; and (3) if the individual’s employment or service relationship is terminated for any other reason, all unvested awards will automatically be forfeited without consideration. In the event that a Change in Control (defined below) occurs, each award will receive accelerated vesting. The CRU Plan generally defines the term “Change in Control” as one or more of the following events: (a) any person or group (other than an affiliate of the Company or the Manager) becomes the beneficial owner of 50% or more of the combined voting power of the Manager’s (as that term is defined in the CRU Plan) equity interests by way of a merger, consolidation, recapitalization, reorganization or otherwise; (b) the members of the Manager approve, in one or a series of transactions, a plan of complete liquidation of the Manager; (c) the sale or other disposition by the Manager of all or substantially all of its assets in one or more transactions to any person other than the Manager or an affiliate of the Manager; or (d) a person other than the Manager, the sole member of the Manager or an affiliate of the Manager’s sole member becomes the managing member.

The foregoing description of the CRU Plan is not complete and is qualified in its entirety to the full text of the CRU Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference. The forms of cash award agreement under the CRU Plan is filed as Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

Exhibit Number						Exhibit Description
10.1						SunocoCorp LLC Long-Term Cash Restricted Unit Plan
10.2						Standard Form of Long-Term Cash Restricted Unit Award under the SunocoCorp LLC Long-Term Cash Restricted Unit Plan
10.3						Non-standard Form of Long-Term Cash Restricted Unit Award under the SunocoCorp LLC Long-Term Cash Restricted Unit Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SUNOCOCORP LLC
			By:			SUNOCOCORP MANAGEMENT LLC, its managing member
Date: December 10, 2025			By:			/s/ Dylan A. Bramhall
						Dylan A. Bramhall
						Chief Financial Officer

FAQ

What did SunocoCorp LLC (SUNC) announce in this 8-K?

SunocoCorp LLC announced the adoption of the SunocoCorp LLC Long-Term Cash Restricted Unit Plan, a cash-based incentive program tied to the value of its common units for certain employees and directors.

How does the new SunocoCorp LLC cash restricted unit plan work?

Under the plan, each award unit is equal to the value of one SunocoCorp LLC common unit, but all awards are settled in cash, not in equity, and the plan is administered by the compensation committee.

What is the vesting schedule for SunocoCorp LLC cash restricted units?

Unless an award agreement states otherwise, awards under the plan vest on a ratable three-year schedule, meaning portions of the award vest over three years of continued service.

What happens to SunocoCorp LLC cash restricted units upon termination of employment?

If employment or service ends because of death or disability, awards vest early and pay out at termination. If employment ends for other reasons, all unvested awards are forfeited without payment.

How does SunocoCorp LLC define a Change in Control for this plan?

A Change in Control generally includes events such as a person or group acquiring 50% or more of the manager’s voting power, approval of a complete liquidation, sale of substantially all assets, or a new managing member taking control.

What is the impact of a Change in Control on SunocoCorp LLC awards?

If a Change in Control occurs, each award under the cash restricted unit plan receives accelerated vesting, allowing participants to vest more quickly than the standard schedule.