Current Report · Items 2.02, 7.01, 8.01, 9.01 · 8-K

Sunoco LP

SUNNYSEEQUITYCurrent

Results of Operations and Financial Condition · Regulation FD Disclosure · Other Events

Filed Feb 26, 2026Accepted Feb 26, 2026, 8:11 AM ESTCIK 1552275Accession 0001193125-26-073531

Company context

Sunoco LP is a leading energy infrastructure and fuel distribution master limited partnership operating across 32 countries and territories in North America, the Greater Caribbean, and Europe. The Partnership’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 160 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which distribute over 15 billion gallons annually to approximately 11,000 Sunoco and partner-branded retail locations, as well as independent dealers and commercial customers. SUN's general partner is owned by Energy Transfer LP (NYSE: ET).

Current securities

SUNNYSE · EQUITY · Current

Recent company filings

Disclosure sections

Items 2.02, 7.01, 8.01, 9.01

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Item 2.02Item 2.02 - Results of Operations

Item 2.02 Results of Operations and Financial Condition. This Current Report on Form 8-K provides a pro forma statement of operations of Sunoco LP (the “Partnership”) for the twelve months ended December 31, 2025, as described in Item 8.01 below and which is incorporated into this Item 2.02 by reference, giving effect to the Partnership’s acquisition of Parkland Corporation, consummated on October 31, 2025 (the “Parkland Acquisition”) as if it had been consummated on January 1, 2025. The pro forma statement of operations is being updated for purposes of the Notes Offering (as defined below) and does not give effect to the Notes Offering. The information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 26, 2026, the Partnership issued a press release announcing the commencement of the private offering of senior notes (the “Notes Offering”). The press release also announced the Partnership’s intention to use the net proceeds from the Notes Offering to, together with borrowings under the Partnership’s revolving credit facility, redeem in full NuStar Logistics, L.P.’s 6.000% senior notes due 2026 (the “NuStar 2026 Notes”) and the Partnership’s 6.000% senior notes due 2027 (the “Sunoco 2027 Notes”). The redemption of the NuStar 2026 Notes and the Sunoco 2027 Notes is expected to occur on or about March 9, 2026 and March 30, 2026, respectively, at a redemption price of 100.000% of the principal amount of such NuStar 2026 Notes and Sunoco 2027 Notes, in each case plus accrued interest. The redemption of the Sunoco 2027 Notes is expected to be conditioned on the closing of the Notes Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference. The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act except as shall be expressly set forth by specific reference in such a filing. This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any security, including the notes issued in the Notes Offering, nor does it constitute a notice of redemption with respect to the NuStar 2026 Notes or the Sunoco 2027 Notes. In addition, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.

Item 8.01Item 8.01 - Other Events

Item 8.01 Other Events. On February 26, 2026, in connection with the Notes Offering, the Partnership provided certain updated disclosures to potential investors that as of February 23, 2026, the Partnership had $500 million of cash and cash equivalents and outstanding borrowings of approximately $338 million under the Partnership’s revolving credit facility (excluding approximately $53 million in standby letters of credit) and additional available borrowing capacity of approximately $2,109 million. Pro Forma Financials This Current Report on Form 8-K provides a pro forma statement of operations attached as Exhibit 99.2 hereto: Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025; and ──────────────────────────────────────────────────────────────────────────────────────────────────────────── Notes to the Unaudited Pro Forma Condensed Combined Financial Statement. In addition, the information contained in Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 8.01 by reference.

Filed exhibits (2)

EX-99.1 (by filename) d116635dex991.htm

EX-99.1 2 d116635dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Sunoco LP Announces Private Offering of Senior Notes DALLAS, February 26, 2026 - Sunoco LP (NYSE: SUN) (“Sunoco” or the “Partnership”) today announced a private offering (the “offering”) of senior notes due 2031 in an aggregate principal amount of $500 million (the “2031 notes”) and senior notes due 2034 in an aggregate principal amount of $500 million (the “2034 notes”, and collectively with the 2031 notes, the “notes”). Sunoco intends to use the net proceeds from the offering, together with borrowings under Sunoco’s revolving credit facility, to redeem in full (i) NuStar Logistics, L.P.’s 6.000% senior notes due 2026 (the “NuStar 2026 Notes”), and (ii) Sunoco’s 6.000% senior notes due 2027 (the “Sunoco 2027 Notes”). Prior to the redemption of the Sunoco 2027 Notes, Sunoco may use the net proceeds from this offering to repay outstanding borrowings under its revolving credit facility. The offering of the notes has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, the notes may not be offered or sold in the United States exc…

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EX-99.2 (by filename) d116635dex992.htm

EX-99.2 3 d116635dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma combined financial information of Sunoco LP (“Sunoco” or the “Partnership”) reflects the pro forma impacts of the Parkland Acquisition (defined below) which closed on October 31, 2025. Unless otherwise noted, the pro forma financial statement and the notes thereto are presented in United States Dollar, or $, references herein to which represent the lawful currency of the United States. References herein to Canadian Dollar or C$ represent the lawful currency of Canada. Parkland Acquisition. On October 31, 2025, Sunoco completed the previously announced acquisition of Parkland (“Parkland Acquisition”) whereby Sunoco Retail, LLC, a wholly owned corporate subsidiary of the Partnership, indirectly acquired all the outstanding shares of Parkland Corporation (“Parkland”), in exchange for cash and units representing limited liability company interests in SunocoCorp LLC (“SunocoCorp”) units that were contributed by SunocoCorp to the Partnership at the close of the Parkland Acquisition. Under the terms of the agreement, Parkland shareholders received 0.…

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