SUN 10-K & 10-Q changes, risk factors and insider trading

•general economic, financial, and political conditions, including the impact of tariffs, to the extent enactedtariffs;

•operational and business risks associated with our refinery, pipelines and fuel storage terminals;

•any acceleration of the domestic and/or international transition to a low carbon economy as a result ofpolicy the IRA 2022changes or otherwise; and

•significant expenditures or liabilities resulting from federal, statestate, provincial and local lawslaws, regulations and regulationsbylaws pertaining to environmental protection, operational safety, pipeline safety or the Renewable Fuel Standard (“RFS”) or Canada’s federal and provincial renewable fuel blending and fuel emissions-intensity legislation, including the Clean Fuel Regulations and Low Carbon Fuels Act;

•changes in demand for motor fuel, crude oil, renewable fuels or other petroleum products resulting from federalfederal, state and/or stateprovincial regulations that may discourage the use or storage of petroleum products;

•failure to recover the full amount of increases in the costs of our pipeline or refinery operations;

•limitations on our common unitholders’ ability to remove our General Partner without its and SunocoCorp’s consent;

•the lack of certain corporate governance requirements by the New York Stock Exchange ("NYSE") for a publicly traded partnership like us.

Tax Risks to Common Unitholders

•the level of competition from other midstream, transportation and storage and retail marketing companiescompanies, refinery operators and other energy providers;

•the price of crude oiloil, feedstock at our refining operations and refined petroleum products;

•geopolitical events such as the armed conflictconflicts in Ukraine and Venezuela and political instability in the Middle East;

•our debt service requirementsrequirements, distributions on our Series A Preferred Units and other liabilities;

•our ability to borrow funds at favorable interest rates and access capital markets, including as a result of recent increases in cost of capital resulting from Federal Reserve policiesmarkets;

We own and operate pipelines and terminals and, like others in our industry, we use significant amounts of steel in our projects and rely on our ability to obtain that steel in an affordable way to maintain our operating margins. Any imposition of or increase in tariffs on steel and/or other raw materials could increase our growth project costs, which may impact the profitability of new projects.projects and our maintenance capital expenditures, potentially in excess of budgeted amounts.

Recently,On March 12, 2025 the TrumpU.S. Administrationgovernment announcedimposed plansa 25% tariff on steel imports, which was increased to implement50% oron increaseJune tariffs,4, 2025, and on FebruaryApril 10,2, confirmed2025, extensionthe ofU.S 25government percentannounced importa 10% tariff on product imports from almost all countries and individualized higher tariffs on steelcertain globallyother tocountries. goSeveral intotariff effectannouncements have been followed by announcements of limited exemptions and temporary pauses. These actions have caused uncertainty and volatility in financial markets and may result in retaliatory measures on MarchU.S. 12.goods. The ultimate impact of thisthese tarifftariffs is unknown at this time. Additionally, ongoing changes in U.S. and foreign government trade policies, including potential modifications to existing trade agreements and further restrictions on free trade, could introduce additional uncertainty. Any escalation of trade tensions, additional tariffs, retaliatory measures by foreign governments or shifts in U.S. or international trade policies could adversely impact our supply chain and increase costs, particularly on our expansion projects. A trade war or other significant changes in trade regulations could have an adverse effect on our business and results of operations.

The U.S. inflation rate steadilyremained roserelatively stable through 2024 and 2025, after an extended period of rising rates, which began in 2021 and into 2022 before eventually declining throughout 2023 and 2024.2022. A sustained increase in inflation may continue to increase our costs for labor, services and materials, which, in turn, could cause our operating costs and capital expenditures to increase. Further, our customers face inflationary pressures and resulting impacts, such as the tight labor market and supply chain disruptions. The rate and scope of these various inflationary factors may increase our operating costs and capital expenditures materially, which may not be readily recoverable in the prices of our services and may have an adverse effect on our costs, operating margins, results of operations and financial condition. Additionally, the Federal Reserve and other central banks have implemented policies in an effort to curb inflationary pressure on the costs of goods and services across the U.S., including the significant increases in prevailing interest rates that occurred during 2022 and 2023 as a result of the 525 aggregate basis point increase in the federal funds rate, and the associated macroeconomic impact on slowdown in economic growth could negatively impact our business. While the Federal Reserve reduced benchmark interest rates by 75100 basis points in late 2024, itand has75 recentlybasis announcedpoints ain pauselate on2025, the prospect of additional interest rate cuts remains uncertain and the continuation of rates at the current level could have the effects of raising the cost of capital and depressing economic growth, either of which—or the combination thereof—could hurt the financial and operating results of our business.

General economic, financial, and political conditionsconditions, including the impact of tariffs, may materially adversely affect our results of operations and financial condition.

General economic, financial, and political conditions may have a material adverse effect on our results of operations and financial condition. For example, on March 12, 2025, the U.S. government imposed a 25% tariff on steel imports, which was increased to 50% on June 4, 2025, and on April 2, 2025, the U.S. government announced a 10% tariff on product imports from almost all foreign countries and individualized higher tariffs on certain other countries. Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses. These actions have caused uncertainty and volatility in financial markets and may result in retaliatory measures on U.S. goods. It is possible that our operations may be affected by the resulting volatility in pricing and demand. Similarly, declines in consumer confidence and/or consumer spending, changes in unemployment, significant inflationary or deflationary changes or disruptive regulatory or geopolitical events could contribute to increased volatility and diminished expectations for the economy and our markets, including the market for our goods and services, and lead to demand or cost pressures that could negatively and adversely impact our business. These conditions could affect botheach of our business segments.

Our financial condition and results of operations are influenced by changes in the prices of motor fuel, crude oiloil, refinery feedstock or refined petroleum products, which may adversely impact our margins, our customers’ financial condition and the availability of trade credit.

Our operating results are influenced by prices for motor fuel, crude oiloil, refinery feedstock and refined petroleum products. General economic and political conditions, acts of war or terrorism and instability in oil producing regions, particularly in the Middle East, South America, Russia and Africa could significantly impact crude oil suppliessupplies, refinery feedstock and refined product petroleum costs. Significant increases or high volatility in petroleum costs could impact consumer demand for motor fuel and convenience merchandise. Such volatility makes it difficult to predict the impact that future petroleum costs fluctuations may have on our operating results and financial condition. We are subject to dealer tank wagon pricing structures at certain locations further contributing to margin volatility. A significant change in any of these factors could materially impact both wholesale and retail fuel margins, the volume of motor fuel we distribute or sell, and overall customer traffic, each of which in turn could have a material adverse effect on our business, financial condition, results of operations and cash available for distribution to our unitholders.

A significant decrease in demand for motor fuel, crude oiloil, refinery feedstock or refined petroleum products, including increased consumer preference for alternative motor fuels or improvements in fuel efficiency or a material shift toward electric or other alternative-power vehicles, in the areas we serve would reduce our ability to make distributions to our unitholders.

Sales of refined motor fuels accounted for approximately 94%92% of ourSunoco’s total revenues and 47%42% of ourSunoco’s profit for the year ended December 31, 2024.2025. A significant decrease in demand for motor fuel in the areas we serve could significantly reduce our revenues and our ability to make distributions to our unitholders. Our revenues are dependent on various trends, such as trends in commercial truck traffic, travel and tourism in our areas of operation, and these trends can change. Regulatory action, including government imposed fuel efficiency standards, may also affect demand for motor fuel. Because certain of our operating costs and expenses are fixed and do not vary with the volumes of motor fuel we distribute, our costs and expenses might not decrease ratably or at all should we experience such a reduction. As a result, we may experience declines in our profit margin if our fuel distribution volumes decrease.

New technologies have been developed and from time to time governmental mandates have been implemented to improve fuel efficiency, which may ultimately result in decreased demand for petroleum-based fuel. For example, in March 2024, the EPA previously finalized new criteria pollutant and GHG emissions standards for light and medium-duty vehicles, including passenger cars, vans, pickups, sedans and sport utility vehicles for model years 2027 through 2032 and beyond. TheHowever, finalfollowing rulethe setschange new,in strictU.S. presidential administrations, the EPA in February 2026 finalized rules rescinding these standards intended to reduce air pollutant emissions, including greenhouse gas emissions; however,and the newGHG “Endangerment Finding,” which underpins the majority of EPA’s GHG regulations and GHG emissions standards arefor nownew subjectmotor tovehicles legaland challenge.engines. Moreover, it remains uncertain what actions, if any,Additionally, the Trump Administration may take to repeal or otherwise modify this rule. Additionally, laws such as the Bipartisan Infrastructure Act and the IRA 2022 allocate funds to the development of electric vehicle infrastructure and provide incentives for consumers and manufacturers related to their use or development of electric vehicles, and the adoption rate of electric vehicles in the U.S. has continued to accelerate, with projections for the future rate of adoption in some reports more than doubling in recent years. However, in January 2025, President Trump signed an Executive Order, Unleashing American Energy, which directs all agencies to immediately pause the disbursement of funds appropriated through the IRA 2022 or the Infrastructure Investment and Jobs Act, including funds for electric vehicle charging stations made available through the National Electric Vehicle Infrastructure Formula Program and the Charging and Fueling Infrastructure Discretionary Grant Program, though this pause is generally currently subject to legal challenge. While the Trump Administration may ultimately taketaken steps to reduce or eliminate incentives for zero-emission vehicles, atand thisOBBBA, timepassed by Congress in July 2025, eliminates electric vehicle credits previously available for new and used electric vehicles and commercial fleets. However, we cannot predict whatwhether actionsor not these regulatory repeals will ultimately be successful or if future administrations may seek to restore incentives and further promote or mandate the new administration may take or the timingadoption of suchelectric actions.vehicles. Any of these or similar actions could result in fewer visits to our convenience stores or independently operated commission agents and dealer locations, a reduction in demand from our wholesale customers, decreases in both fuel and merchandise sales revenue, or reduced profit margins, any of which could have a material adverse effect on our business, financial condition, results of operations and cash available for distribution to our unitholders.

Similarly, any sustained decrease in demand for crude oil, refined products, refinery feedstock, renewable fuels or anhydrous ammonia in the markets our pipelines and terminals serve that extends beyond the expiration of our existing throughput and deficiency agreements could result in a significant reduction in throughputs in our pipelines and storage in our terminals, which would reduce our cash flows and impair our ability to make distributions to our unitholders. Factors that tend to decrease market demand include:

The dangers inherent in the storage and transportation of motor fuel, crude oil, refinery feedstock, refined petroleum products and anhydrous ammonia could cause disruptions in our operations and could expose us to potentially significant losses, costs or liabilities.

Our operations are subject to significant hazards and risks inherent in transporting and storing motor fuel.fuel crude oil, refinery feedstock, refined petroleum products, and anhydrous ammonia. These hazards and risks include, but are not limited to, traffic accidents, fires, explosions, spills, discharges, and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally-imposed fines or clean-up obligations, personal injury or wrongful death claims, and other damage to our properties and the properties of others. Any such event not covered by our insurance could have a material adverse effect on our business, financial condition, results of operations and cash available for distribution to our unitholders. Additionally, our pipelines, terminals andterminals, storage assets and refinery operations are generally long-lived assets, and some have been in service for many years. The age and condition of our assets could result in increased maintenance or repair expenditures in the future. If any of our facilities, or those of our customers or suppliers, suffer significant damage or are forced to shut down for a significant period of time, it may have a material adverse effect on our results of operations and our financial condition as a whole.

Our pipeline andpipelines, fuel storage terminals and refinery are subject to operational and business risks which may adversely affect our financial condition, results of operations, cash flows and ability to make distributions to our unitholders.

Our pipeline andpipelines, fuel storage terminals and refinery are subject to operational and business risks, the most significant of which include the following:

•our inability to renew a ground lease for certain of our pipelines or fuel storage terminals or at the Burnaby Refinery on similar terms or at all;

•our dependence on third parties to supply our fuel storage terminals and refinery feedstock;

•outages on our pipelines or at our fuel storage terminals or the Burnaby Refinery or interrupted operations due to weather-related or other natural causes;

•the threat that the nation’s terminal infrastructure and the Burnaby Refinery may be a future target of terrorist organizations;

•the volatility in the prices of the products transported on our pipelines or stored at our fuel storage terminals or our refinery feedstock and the resulting fluctuations in demand for our storage services;

•the possibility of federal and/or state regulations that may discourage our customers from transporting or storing gasoline, diesel fuel, ethanol and jet fuel at our fuel storage terminals or reduce the demand by consumers for petroleum productsproducts, and possibility of federal, state or provincial regulation in Canada, particularly with respect to the Burnaby Refinery;

•competition from other pipelines and fuel storage terminals that are able to provide our customers with comparable transportation service or storage capacity at lower prices or from other refineries servicing the Lower Mainland in Canada; and

The occurrence of any of the above situations, among others, may affect operations at our fuel storage terminals or the Burnaby Refinery and may adversely affect our business, financial condition, results of operations, cash flows and ability to make distributions to our unitholders.

A substantial portion of our wholesale distributiondistribution, refinery operations and retail networks are located in regions susceptible to severe storms, including hurricanes. A severe storm could damage our facilities or communications networks, or those of our suppliers or our customers, as well as interfere with our ability to distribute motor fuel to our customers or our customers’ ability to operate their locations. If warmer temperatures, or other climate changes, lead to changes in extreme weather events, including increased frequency, duration or severity, these weather-related risks could become more pronounced. Any weather-related catastrophe or disruption could have a material adverse effect on our business, financial condition and results of operations, potentially causing losses beyond the limits of the insurance we currently carry.

Our business is affected by general economic conditions and fluctuations in consumer confidence and spending, which can decline as a result of numerous factors outside of our control. Terrorist attacks or threats, whether within the United States or abroad, rumors or threats of war, actual conflicts involving the United StatesStates, its allies or itsother allies,countries or regions where we operate, or military or trade disruptions impacting our suppliers or our customers may adversely impact our operations.operations by increasing our operating costs, reducing customer demand, disrupting supply chains, or limiting our ability to operate certain locations or serve certain markets. Specifically, strategic targets such as energy related assets (which could include refineries that produce the motor fuel we purchase, ports in which crude oil is delivered or attacks to the electrical grid) may be at greater risk of future terrorist attacks than other targets in North America, the UnitedGreater States.Caribbean and Europe. These occurrences could have an adverse impact on energy prices, including prices for motor fuels, and an adverse impact on our operations. Any or a combination of these occurrences could have a material adverse effect on our business, financial condition, results of operations and cash available for distribution to our unitholders.unitholders and could increase volatility in our financial performance and results from period to period.

Moreover, our increasingly broad global operating footprint may increase our exposure to cybersecurity risks, as a larger and more geographically dispersed workforce requires broader access to our information systems and intranet, which may increase the likelihood of unauthorized access, data breaches or other cyber incidents. Breaches of our IT infrastructure or physical assets, or other disruptions, could result in damage to our assets, safety incidents, damage to the environment, potential liability or the loss of contracts, and have a material adverse effect on our operations, financial position and results of operations. A successful cybersecurity attack or other security incident could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or loss could result in legal claims or proceedings, regulatory investigations and enforcement, penalties and fines, increased costs for system remediation and compliance requirements, disruption of our operations, damage to our reputation, loss of confidence in our products and services, any or all of which could have a material adverse effect on our business and results. We may be required to invest significant additional resources to comply with evolving cybersecurity regulations and to modify and enhance our information security and controls, and to investigate and remediate any security vulnerabilities. Any losses, costs or liabilities may not be covered by, or may exceed the coverage limits of, any or all of our applicable insurance policies. See “Item 1C. Cybersecurity” for additional information on our cybersecurity risk management, strategy and governance.

A significant portion of our revenuerevenues and cash flows are generated from our customers’ payments of fees under throughput contracts and storage agreements. Failure to renew existing contracts or enter into new contracts on acceptable terms or a material reduction in utilization under existing contracts could result from many factors, including:

•political, social or economic instability in the United StatesStates, Canada or another country that has a detrimental impact on our customers and our ability to conduct our operations;

In the normal course of our business as a motor fuel, food service and merchandise retailer, we obtain large amounts of personal data, including credit and debit card information from our customers. In recent years several retailers have experienced data breaches resulting in exposure of sensitive customer data, including payment card information. While we have invested significant amounts in the protection of our information systems and maintain what we believe are adequate security controls over individuallypersonally identifiable customer, employee and vendor data provided to us, a breakdown or a breach in our systems that results in the unauthorized release of individuallypersonally identifiable customer or other sensitive data could nonetheless occur and have a material adverse effect on our reputation, operating results and financial condition. Such a breakdown or breach could also materially increase the costs we incur to protect against such risks. Also, a material failure on our part to comply with regulations relating to our obligation to protect such sensitive data or to the privacy rights of our customers, employees and others could subject us to fines or other regulatory sanctions and potentially to lawsuits.

Cybersecurity attacks are rapidly evolving and becoming increasingly sophisticated.sophisticated, and recent developments in the space of artificial intelligence increase the cybersecurity attack surface. A successful cybersecurity attack resulting in the loss of sensitive customer, employee or vendor data could adversely affect our reputation, results of operations, financial condition and liquidity, and could result in litigation against us or the imposition of penalties. Moreover, a security breach could require that we expend significant additional resources to upgrade further the security measures that we employ to guard against cybersecurity attacks. See “Item 1C. Cybersecurity” for additional information on our cybersecurity risk management, strategy and governance.

As of December 31, 2024,2025, our consolidated balance sheet reflected $1.48$3.03 billion of goodwill and $547$2.41 millionbillion of intangible assets. Goodwill is recorded when the purchase price of a business exceeds the fair value of the tangible and separately measurable intangible net assets. Generally accepted accounting principles (“GAAP”) require us to test goodwill and indefinite-lived intangible assets for impairment on an annual basis or when events or circumstances occur, indicating that goodwill or indefinite-lived intangible assets might be impaired. Long-lived assets such as intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If we determine that any of our goodwill or intangible assets were impaired, we would be required to take an immediate charge to earnings with a correlative effect on partners’ capital and balance sheet leverage as measured by debt to total capitalization.earnings. Impairment charges are allowed to be removed from our debt covenant calculations. See Note 79 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.”

Integration of assets and businesses acquired in past acquisitions or future acquisitions with our existing business will be a complex, time-consuming and costly process, particularly given that assets acquired to date significantly increased our size and diversified the geographic areas in which we operate. A failure to successfully integrate the acquired assets or businesses, such as NuStar,Parkland, with our existing business in a timely manner may have a material adverse effect on our business, financial condition, results of operations or cash available for distribution to our unitholders.

For example, our acquisition of NuStar involved the combination of two master limited partnerships that operated as independent public partnerships until May 3, 2024. The combination of two independent businesses is complex, costly and time consuming, and we will be required to continue to devote significant management attention and resources to integrating the business practices and operations of NuStarParkland into the Partnership to achieve, among other things, the targeted cost synergies associated with the acquisition. To the extent we are unable to successfully integrate the business and operations of NuStarParkland into the Partnership, and to the extent we are unable to successfully manage the creation and associated expenses of SunocoCorp, our business, results of operations and our ability to achieve the anticipated benefits of the acquisition may be adversely affected.

We have acquired assets and businesses and we are not always indemnified by the seller for liabilities that precede our ownership. In addition, in some cases, we have indemnified the previous owners and operators of acquired assets or businesses. Some of our assets have been used for many years to refine, transport and store crude oil and refined products, and past releases could require costly future remediation. If a significant release or event occurred in the past, the liability for which was not retained by the seller, or for which indemnification by the seller is not available, it could adversely affect our financial position and results of operations. Conversely, if liabilities arise from assets we have sold, we could incur costs related to those liabilities if the buyer possesses valid indemnification rights against us with respect to those assets.

In August 2022, President Biden signed the IRA 2022, which contains hundreds of billions in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions. In addition, the IRA 2022 imposes the first ever federal fee on the emission of GHGs through a methane emissions charge. The IRA 2022 amendsamended the Clean Air Act to impose a fee on the emission of methane from sources required to report their GHG emissions to the EPA, including those sources in the onshore petroleum and natural gas production categories. TheHowever, methanethe emissionsOBBBA chargeamended hasthe startedClean inAir calendar year 2024 at $900 per ton of methane, will increaseAct to $1,200postpone inthe 2025, and be set at $1,500 for 2026 and each year after. Calculationimplementation of the fee isuntil based2034. onAlthough certainthe thresholdsOBBBA establishedmade invarious changes to the incentives created under the IRA 2022.2022, Inincluding addition,elimination of electric vehicle credits, if the multiple incentives offered for various clean energy industries referenced above are pursued in the future, it could further accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives. This couldand decrease demand for gasoline and diesel, increase our compliance and operating costs and consequently adversely affect our business. While the Trump Administration may roll back or otherwise make changes to certain IRA 2022 programs, it is currently uncertain which programs will be affected and what impact such changes may have.

Discussion and analysis of matters pertaining to the year ended December 31, 20222023 and year-to-year comparisons between the years ended December 31, 20232024 and 20222023 are not included in this Form 10-K, but can be found under Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 20232024 that was filed with the SEC on February 16,14, 2024 and in Exhibit 99.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2024.2025.

As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “Partnership,” “SUN,Sunoco,” “we,” “us” or “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise.

We are primarily engaged in energy infrastructure and distribution of motor fuels inacross over32 40 U.S. states, Puerto Rico, Europecountries and Mexico.territories in North America, the Greater Caribbean and Europe. Our midstream operations include an extensive network of over 14,000 miles of pipeline and over 100160 terminals. Our fuel distribution operations servedistribute over 15 billion gallons annually to approximately 7,40011,000 Sunoco and partner branded locationslocations, andas additionalwell as independent dealers and commercial customers.

OtherParkland Acquisition

Other TransactionsAcquisitions

Adjusted EBITDA, as used throughout this document, is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, allocated non-cash unit-based compensation expense, unrealized gains and losses on commodity derivatives, inventory adjustments and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations, such as gain or loss on disposal of assets and non-cash impairment charges. Inventory adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Partnership's inventory.inventory; Thesethese amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period. Subsequent to the Parkland Acquisition on October 31, 2025, Adjusted EBITDA also excludes gains and losses that are recorded in net income in connection with impacts of foreign currency on an intercompany loan between the Partnership and a consolidated subsidiary.

Adjusted EBITDA reflects amounts for unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, amortization and accretion and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliate. WeSunoco dodoes not control ourits unconsolidated affiliates; therefore, weSunoco dodoes not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly.

Net Income. For the year ended December 31, 20242025 compared to the prior year, net income increased primarilydecreased due to a $586 million gain on the West Texas Sale in April 2024, as discussedwell below.as Ina addition,$150 themillion increase in netinterest incomeexpense reflectedand favorablea results$29 frommillion our operations, as reflectedincrease in thelosses increaseson inextinguishments Segmentof Adjusted EBITDA.debt. These increasesimpacts were partially offset by unfavorablea inventory$144 valuationmillion adjustments,increase unrealizedin lossesoperating onincome, commodityan derivatives,$83 million increase in equity in earnings of unconsolidated affiliates, a $70 million increase from gains related to the foreign currency translation impact of an intercompany loan and a $113 million decrease in income tax expense. The increase in operating income was primarily driven by higher Adjusted EBITDA, partially offset by increases in depreciation, amortization and accretion,accretion. These increases and losses on disposal of asset and impairment charges. The increases in net income were also offset by increases in interest expense and income tax expense. These changesdecreases are discussed in more detailfurther below.

Adjusted EBITDA. For the year ended December 31, 20242025 compared to the prior year, Adjusted EBITDA increased primarily due to ana $741 million increase in segment profit of(excluding $705unrealized million,gains excludingand losses on commodity derivatives and inventory valuation adjustments (see below for explanation of inventory adjustments), primarily related to the acquisitions of Parkland, NuStar and Zenith European terminals, and a $120 million increase in Adjusted EBITDA related to unconsolidated affiliates primarily from the full-year impact of the ET-S Permian joint venture. These increases were partially offset by increasesa $281 million increase in operating costs (including operating expenses, general and administrative expenses and lease expense) of $344 million, primarily relateddue to the acquisitionsfull-year impact of NuStar’s operations and two months of Parkland’s operations, as well as one-time transaction related expenses associated with the Parkland Acquisition in 2025, partially offset by one-time NuStar Acquisition and Zenith European terminals.terminals transaction related expenses in 2024.

Depreciation, Amortization and Accretion. Depreciation,For the year ended December 31, 2025 compared to the prior year, depreciation, amortization and accretion was $368 million in 2024, an increase of $181 million from 2023. This increase wasincreased primarily due to additional depreciation and amortization from assets recently placed in service and from recent acquisitions, as well as changes in certain estimates.acquisitions.

Interest Expense. InterestFor the year ended December 31, 2025 compared to the prior year, interest expense was $391 million in 2024, an increase of $174 million from 2023. This increase wasincreased primarily attributabledue to an increase in average total long-term debt, including debt assumed in the NuStaracquisitions acquisition.of Parkland and NuStar.

Unrealized (Gains) Losses on Commodity Derivatives. The unrealized gains and losses on ourSunoco’s commodity derivatives represent the changes in fair value of ourits commodity derivatives. The change in unrealized gains and losses between periods was impacted by the notional amounts and commodity price changes on ourSunoco’s commodity derivatives. Additional information on commodity derivatives is included in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” below.

Inventory Valuation Adjustments. Inventory valuation adjustments represent changes in lower of cost or market reserves using the last-in, first-outLIFO method (“LIFO”) on the Partnership’s inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period. For the years ended December 31, 20242025 and 2023,2024, the Partnership’s cost of sales included unfavorable inventory adjustments of $86$156 million and $114$86 million, respectively, which decreased net income for the respective periods.

Equity in Earnings of Unconsolidated Affiliates and Adjusted EBITDA Related to Unconsolidated Affiliates. ForSee theadditional year ended December 31, 2024, the increaseinformation in the“Supplemental amountsInformation reportedon relatedUnconsolidated toAffiliates” unconsolidatedand affiliates“Segment wasOperating primarily due to the formation of ET-S Permian effective July 1, 2024.Results.”

Gain on West Texas Sale. The gain on West Texas Sale related to the gain recognized by SUNSunoco upon completion of the sale of convenience stores to 7-Eleven7-Eleven, Inc. in April 2024. During the fourth quarter of 2024, the Partnership recorded a $12 million reduction to the gain to reflect adjustments to the cash proceeds and certain balance sheet accounts associated with the business sold.

Income Tax Expense. IncomeFor the year ended December 31, 2025 compared to the prior year, income tax expense was $175 million in 2024, an increase of $139 million from 2023. The increase wasdecreased primarily due to the taxable gain recognized by a corporate subsidiary on the saleWest ofTexas convenience storesSale in April 2024.

Volumes. For the year ended December 31, 20242025 compared to the prior year, volumes increased primarily due to growththe Parkland Acquisition growth, from investments and profit optimization strategies.

•an increase of $31$361 million in segment profit (excluding unrealized gains and losses on commodity derivatives and inventory valuation adjustments) primarily related to a 3%15% increase in gallons sold,sold partiallyand offset by a decreaseincrease in profit per gallon sold primarily due to the WestParkland Texas Sale in April 2024Acquisition; andpartially offset by

•aan decreaseincrease of $53$280 million in expenses primarily due to the WestParkland Texas Sale and lower allocated overhead;Acquisition partially offset by the West Texas Sale.

Segment Adjusted EBITDA. For the year ended December 31, 20242025 compared to the prior year, Segment Adjusted EBITDA related to our Pipeline Systems segment increased due to the acquisitionnet impact of NuStarthe on May 3, 2024.following:

Segment Adjusted EBITDA. For the year ended December 31, 20242025 compared to the prior year, Segment Adjusted EBITDA related to our Terminals segment increased primarily due to the recent acquisitions of NuStar, Zenith European terminals and Zenith Energy terminals located across the East Coast and Midwest.following:

The Partnership is party to a Third Amended and Restated Credit Agreement among the Partnership, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and a lineletter of credit issuer (providing for the "Credit Facility").Facility. As of December 31, 2024,2025, we had $94$891 million of cash and cash equivalents on hand and borrowing capacity of $1.25$2.47 billion under the Credit Facility. Based on our current estimates, we expect to utilize capacity under the Credit Facility, along with cash from operations, to fund our announced growth capital expenditures and working capital needs; however, we may issue debt or equity securities prior to that time as we deem prudent to provide liquidity for new capital projects or other partnership purposes.

There have been no material changes from the risk factors described in “Part I — Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 19, 2026, as updated by Exhibit 99.1 to our current report on Form 8-K filed on July 6, 2026.

We are a DelawareTexas master limited partnership primarily engaged in energy infrastructure and distribution of motor fuels across 3233 countries and territories in North America, the Greater Caribbean and Europe. Our midstream operations include an extensive network of overapproximately 14,000 miles of pipeline and over 160170 terminals. Our fuel distribution operations distribute over 15 billion gallons annually to approximately 11,000 Sunoco and partner branded locations, as well as independent dealers and commercial customers.

On January 16, 2026, the Partnership completed the previously announced acquisition of TanQuid for €206 million ($239 million ) and assumed debt with a fair value of €298 million ($346 million as of January 16, 2026). TanQuid owns and operates 15 fuel terminals in Germany and one fuel terminal in Poland. The transaction was funded using cash on hand and amounts available under the Partnership's Credit Facility.

In the first quarterand second quarters of 2026, the Partnership completed other acquisitions for total cash consideration of approximately $50 million and $22 million, respectively, plus working capital. These transactions were accounted for as asset acquisitions.

The acquisition of Parkland brought Sunoco into the scope of the Pillar Two global minimum tax regime. Several jurisdictions in which Sunoco now operates have enacted legislation implementing the Organization for Economic Co-operation and Development (“OECD”) Pillar Two global minimum tax framework. These rules generally impose a 15% minimum top-up tax on the profits of large multinational enterprises. Sunoco estimates its Pillar Two global minimum tax expense to be immaterial in 2026 and has not accrued any current tax expense related to Pillar Two during the threesix months ended MarchJune 31,30, 2026.

In December 2020, the FERC issued an order setting the indexed rate at the Producer Price Index for Finished Goods (PPI-FG) plus 0.78% during the five-year period commencing July 1, 2021 and ending June 30, 2026. The FERC received requests for rehearing of its December 17, 2020 order and on January 20, 2022, granted rehearing and modified the oil index. Specifically, for the five-year period commencing July 1, 2021 and ending June 30, 2026, FERC-regulated liquids pipelines charging indexed rates were permitted to adjust their indexed ceilings annually by PPI-FG minus 0.21%. The FERC directed liquids pipelines to recompute their ceiling levels for July 1, 2021 through June 30, 2022, as well as the ceiling levels for the period July 1, 2022 through June 30, 2023, based on the new index level. Where an oil pipeline’s filed rates exceeded its ceiling levels, the FERC ordered such oil pipelines to reduce the rate to bring it into compliance with the recomputed ceiling level to be effective March 1, 2022. Some parties sought rehearing of the January 20, 2022 order with the FERC, which was denied by the FERC on May 6, 2022. Certain parties appealed the January 20 and May 6 orders. On July 26, 2024, the D.C. Circuit ruled in LEPA v. FERC that the FERC violated the Administrative Procedure Act because the January 20, 2022 order modified the index without following notice and comment. As a result, the D.C. Circuit vacated the January 20, 2022 order and on September 17, 2024, the FERC reinstated the index level established by its original December 17, 2020 order, directed pipelines to file an informational filing to show their recomputed ceiling levels reflecting the reinstated index level and stated that pipelines could file to prospectively increase their indexed rates to their recomputed levels. On October 17, 2024, the FERC issued a Supplemental Notice of Proposed Rulemaking (“Supplemental NOPR”) that proposed a reduction to the then- effectivethen-effective index by one percent.

Also on November 20, 2025, the FERC issued a Notice of Proposed Rulemaking on the 2026 Five-Year Oil Pipeline Index (“2026 Index NOPR”), proposing to use the Producer Price Index for Finished Goods (“PPI-FG”) minus 1.42% as the index level beginning July 1, 2026 to June 30, 2031. The NOPR proceeded through the standard notice-and-comment process, with comments submitted in late 2025 and early 2026, and remains pending final Commission action.2026.

In January 2026, multiple shippers have filed petitions for review at the D.C. Circuit challenging the FERC’s November 20, 2025 orders, including,including the (i) Remedial Relief Order, (ii) Order Terminating Supplemental NOPR, and (iii) Emergency Relief Order Denial. These appeals are pending.

Separately, on December 15, 2022, the FERC had issued a Proposed Policy Statement on Oil Pipeline Affiliate Committed Service, which addressesaddressed whether a contract for committed transportation service complies with the Interstate Commerce Act (“ICA”) where the only shipper to obtain the committed service is an affiliate of the regulated entity. If adopted, theThe proposed policy statement would createhave created a rebuttable presumption that affiliate contracts are unduly discriminatory and not just and reasonable in certain circumstances and requirerequired a pipeline to produce additional evidentiary support for affiliate contracts rates and terms. ThisOn followsFebruary a19, trend of increased scrutiny by2026, the FERC on affiliated contracts across all industries regulated by the FERC. The FERC has taken no further action onwithdrew the proposed policy statement on the basis that the record contained insufficient evidence of discriminatory open season terms and conditions to merit an industry-wide policy statement. The FERC noted, however, that it would continue to address issues related to affiliated-only committed service in individual proceedings.

Net Income. For the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods last year, net income increased by $437$197 million and $634 million, or approximately 211%,229% and 216%, respectively, primarily due to higher Segment Adjusted EBITDA from multipleall our segments, with the most significant increases driven by the Parkland Acquisition and other acquisitions; these increases were partially offset by increases in depreciation, amortization and accretion and interest expense. These increases and decreases are discussed further below.

Adjusted EBITDA (consolidated). For the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods last year, Adjusted EBITDA increased primarily due to the Parkland Acquisition and other acquisitions.

Additional information on changes impacting net income and comprehensive income (loss) and Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods last year is available below and in “Segment Operating Results.”

Depreciation, Amortization and Accretion. For the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods last year, depreciation, amortization and accretion increased primarily due to additional depreciation and amortization from assets recently placed in service and from recent acquisitions.

Interest Expense, net. For the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods last year, interest expense increased primarily due to an increase in average total long-term debt, including debt assumed in the Parkland Acquisition.

Inventory Valuation Adjustments. Inventory valuation adjustments represent changes in lower of cost or market reserves using the LIFO method on the Partnership’s inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period. For the three months ended MarchJune 31,30, 2026 and 2025, the Partnership's cost of sales included favorable LIFOunfavorable inventory valuation adjustments of $444$18 million and $61$40 million, respectively, which decreased net income. For the six months ended June 30, 2026 and 2025, the Partnership’s cost of sales included favorable inventory valuation adjustments of $426 million and $21 million, respectively, which increased net income.

Volumes. For the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods last year, volumes increased primarily due to the Parkland Acquisition.

Segment Adjusted EBITDA. For the three months ended MarchJune 31,30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Fuel Distribution segment increased due to the net impact of the following:

•an increase of $590$610 million in segment profit (excluding unrealized gains and losses on commodity risk management activities and inventory valuation adjustments) primarily due to the Parkland Acquisition and other acquisitions, as well as a favorable impact from a one-time gain on sale of inventory in the current periodacquisitions; and

•an increase of $8$6 million in Adjusted EBITDA related to unconsolidated affiliates fromdue to investments acquired in the Parkland Acquisition; partially offset by

Volumes. For the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods last year, the increase in throughput volumes reflected the impact of refinery turnarounds in the prior period and overall increased market demand in 2026.

Segment Adjusted EBITDA. For the three months ended MarchJune 31,30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment increased due to the net impact of the following:

•ana $8$12 million increase in expensessegment profit primarily due to higherincreased utilitythroughput costs,driven maintenanceby costsmarket demand and corporatenew allocations.business, along with a regulatory order impacting prior period rates; and

Volumes. For the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three months ended MarchJune 31,30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Terminals segment increased due to the net impact of the following:

•a $66$76 million increase in segment profit (excluding inventory valuation adjustments) primarily due to the acquisitions of Parkland and TanQuidTanQuid, as well as customer growth; partially offset by

(1) RefineryIncludes segment$50 profitmillion includesand $61$111 million of production costs, supply and logistics, and terminal operating costs for the three and six months ended MarchJune 31,30, 2026.

Volumes. For the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods last year, Segment Adjusted EBITDA related to our Refinery segment increased due to the Parkland Acquisition.

As of MarchJune 31,30, 2026, we had $718$773 million of cash and cash equivalents on hand and borrowing capacity of $2.22$2.32 billion on our Credit Facility. The Partnership was in compliance with all financial covenants at MarchJune 31,30, 2026. Based on our current estimates, we expect to utilize capacity under the Credit Facility, along with cash from operations, to fund our announced growth capital expenditures and working capital needs for 2026; however, we may issue debt or equity securities as we deem prudent to provide liquidity for new capital projects or other partnership purposes.

ThreeSix months ended MarchJune 31,30, 2026 compared to threesix months ended MarchJune 31,30, 2025. Net cash provided by operating activities during 2026 was $454$1.56 millionbillion compared to $156$399 million for 2025, and net income was $644$927 million for 2026 and $207$293 million for 2025. The difference between net income and net cash provided by operating activities for the threesix months ended MarchJune 31,30, 2026 primarily consisted of net changes in operating assets and liabilities of $53$345 million and non-cash items totaling $178$194 million.

The non-cash activity in 2026 and 2025 consisted primarily of depreciation, amortization and accretion of $286$568 million and $156$310 million, respectively, non-cash unit-based compensation expense of $6$13 million and $4$9 million, respectively, favorable inventory valuation adjustments of $444$426 million and $61$21 million, respectively, loss on extinguishment of debt of $1 million and $2$19 million, respectively, gain on disposal of assets and impairment charges of $1 million and loss on disposal of assets and impairment charges of $3$2 million and $1 million, respectively, amortization of deferred financing fees of $9$18 million and $3$8 million, respectively, and deferred income tax expense of $17$10 million and deferred income tax benefit of $7$6 million, respectively. Net income also included equity in earnings of unconsolidated affiliates of $42$89 million and $32$63 million in 2026 and 2025, respectively. In 2026, there was a $114 million loss on foreign currency exchange due to our foreign operations resulted from the Parkland Acquisition.

ThreeSix months ended MarchJune 31,30, 2026 compared to threesix months ended MarchJune 31,30, 2025. Net cash used in investing activities during 2026 was $430$698 million compared to $101$350 million in 2025. Capital expenditures for 2026 were $199$372 million compared to $101$261 million for 2025. In 2026, we paid $194 million for the acquisition of TanQuidTanQuid, $75 million for the acquisition of Delta and $50$72 million in cash for other acquisitions. In 2025, we paid $12$104 million in cash for other acquisitions. Proceeds from disposal of property, plant and equipment were $3$4 million and $8 million for both2026 periods.and 2025, respectively.

ThreeSix months ended MarchJune 31,30, 2026 compared to threesix months ended MarchJune 31,30, 2025. Net cash used in financing activities during 2026 was $197$975 million compared to net cash provided in financing activities of $23$27 million in 2025.

During the threesix months ended MarchJune 31,30, 2026, we:

During the threesix months ended MarchJune 31,30, 2025, we:

•paidrepurchased $12$75 million inprincipal loanamount originationof costsSeries 2011 GoZone Bonds; and

We intend to pay cash distributions to the holders of our common units and Class C Units on a quarterly basis, to the extent we have sufficient cash from our operations after establishment of cash reserves and payment of fees and expenses, including payments to our General Partner and its affiliates. Class C unitholders receive distributions at a fixed rate equal to $0.8682 per quarter for each Class C Unit outstanding. There is no guarantee that we will pay a distribution on our units. On AprilJuly 20,27, 2026, we declared a quarterly distribution of $0.9899$1.0023 per common unit based on the results for the three months ended MarchJune 31,30, 2026, excluding distributions to Class C unitholders. The distribution will be approximately $136$137 million in the aggregate for common units, approximately $51$52 million with respect to Class D Units and approximately $71$74 million with respect to IDRs, and will be paid on MayAugust 20,19, 2026 to unitholders of record onas Mayof 8,August 7, 2026.