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

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.

SunocoCorp is a DelawareTexas publicly traded limited liability company that owns a direct limited partnership interest in Sunoco in the form of Sunoco Class D Units, all of which are held by SunocoCorp. SunocoCorp’s only cash-generating assets are the Sunoco Class D Units. SunocoCorp is managed by SunocoCorp Manager, which is controlled by Energy Transfer.

Sunoco is a DelawareTexas master limited partnership. Sunoco is managed by Sunoco GP, which is owned by Energy Transfer. SunocoCorp currently holds the rights to appoint and remove the directors of the Sunoco GP Board. As of MarchJune 31,30, 2026, Energy Transfer owned 100% of the membership interest in Sunoco GP, 28,463,967 Sunoco Common Units and all of Sunoco’s IDRs.

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 $398$187 million and $585 million, or approximately 192%,217% and 200%, 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 the 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 $605$878 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 millionandmillion and non-cash items totaling $139$243 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 $56$59 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

•paid $159$13 million in distributionsloan toorigination noncontrollingcosts; interests.and