SUN / Sunoco LP - Limited Partnership - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number)

Sunoco LP Announces Pricing of Upsized Private Offering of Senior Notes

EX-99.1 Exhibit 99.1 Sunoco LP Announces Pricing of Upsized Private Offering of Senior Notes DALLAS, September 4, 2025 – Sunoco LP (NYSE: SUN) (“Sunoco”) today announced that it has priced at 100% a private offering (this “offering”) of 5.625% senior notes due 2031 in an aggregate principal amount of $1 billion (the “2031 notes”) and 5.875% senior notes due 2034 in an aggregate principal amount of

Sunoco LP Announces Pricing of Upsized Preferred Equity Offering

EX-99.2 Exhibit 99.2 Sunoco LP Announces Pricing of Upsized Preferred Equity Offering DALLAS, September 4, 2025 – Sunoco LP (NYSE: SUN) (“Sunoco”) today announced the pricing of a private offering (this “offering”) of 1.5 million of its 7.875% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”) at an offering price of $1,000 per unit. Sunoco w

UNAUDITED PRO FORMA FINANCIAL INFORMATION

EX-99.5 Exhibit 99.5 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 multiple transactions, each of which is described in the following sections. The NuStar Acquisition and West Texas Asset Sale (both defined below) were completed in the second quarter of 2024 a

Sunoco LP Announces Private Offering of Senior Notes

EX-99.1 Exhibit 99.1 Sunoco LP Announces Private Offering of Senior Notes DALLAS, September 4, 2025 – Sunoco LP (NYSE: SUN) (“Sunoco”) today announced a private offering (this “offering”) of senior notes due 2031 in an aggregate principal amount of $850 million (the “2031 notes”) and senior notes due 2034 in an aggregate principal amount of $850 million (the “2034 notes,” and collectively with the

Report of Independent Auditors

EX-99.3 Exhibit 99.3 Parkland Corporation Consolidated Financial Statements For the year ended December 31, 2024 Report of Independent Auditors To the Board of Directors of Parkland Corporation Opinion We have audited the accompanying consolidated financial statements of Parkland Corporation and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number)

Sunoco LP Announces Preferred Equity Offering

EX-99.2 Exhibit 99.2 Sunoco LP Announces Preferred Equity Offering DALLAS, September 4, 2025 – Sunoco LP (NYSE: SUN) (“Sunoco”) today announced the launch of a private offering (this “offering”) of 1,000,000 of its Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”). Sunoco intends to use the net proceeds from this offering (i) on the closing

Three months ended June 30,

EX-99.4 Exhibit 99.4 Parkland Corporation Interim Condensed Consolidated Financial Statements (Unaudited) For the three and six months ended June 30, 2025 Parkland Corporation Consolidated Balance Sheets (Unaudited) ($ millions) Note June 30, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents 439 385 Accounts receivable 1,507 1,510 Inventories 1,442 1,511 Income taxes receivabl

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This Amendment No. 3 to Third Amended and Restated Credit Agreement, dated as of August 8, 2025 (this “Amendment”), is entered into by SUNOCO LP, a Delaware limited partnership (the “Borrower”), the Guarantors (as defined in the Credit Agreement referenced below) party hereto, the Lenders (as defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35653 SUNOCO LP (Exact name of registrant as specified in it

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 August 6, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of regis

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 August 6, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Reports Second Quarter 2025 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Reports Second Quarter 2025 Financial and Operating Results •Reports second quarter results, including net income of $86 million, Adjusted EBITDA(1), excluding one-time transaction-related expenses(2), of $464 million and Distributable Cash Flow, as adjusted(1), of $300 million •Increases quarterly distribution by 1.25%; on track to meet distribution growth targ

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 July 24, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Announces a 1.25% Increase in Quarterly Distribution and Continues to Target 2025 Distribution Growth Rate of At Least 5%

Exhibit 99.1 News Release Sunoco LP Announces a 1.25% Increase in Quarterly Distribution and Continues to Target 2025 Distribution Growth Rate of At Least 5% DALLAS, July 24, 2025 – Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) announced that the Board of Directors of SUN’s general partner declared a distribution of $0.9088 per common unit, or $3.6352 on an annualized basis, for the quarter e

Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of June 17, 2025, by and among Sunoco LP, as borrower, certain subsidiaries of Sunoco LP, as guarantors, Bank of America N.A., as administrative agent and swingline lender and the lenders and LC issuers party thereto

Exhibit 10.1 AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of June 17, 2025 (this “Amendment”), is entered into by SUNOCO LP, a Delaware limited partnership (the “Borrower”), the Guarantors (as defined in the Credit Agreement referenced below) party hereto, the Lenders (as defined below) and the LC Issue

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 17, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 26, 2025 Sunoco LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or Other Jurisdiction of Incorporation) (Commission File Number) I.R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 26, 2025 Sunoco LP (Exact nam

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 26, 2025 Sunoco LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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Filed by Sunoco LP pursuant to Rule 425 under the Securities Act of 1933, as amended.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Exhibit 99.1 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 multiple transactions, each of which is described in the following sections. The NuStar Acquisition and West Texas Asset Sale (both defined below) were completed in the second quarter of 2024 and the P

First Amending Agreement to the Arrangement Agreement, dated as of May 26, 2025, by and among Sunoco LP, NuStar GP Holdings, LLC, 2709716 Alberta Ltd. and Parkland Corporation.

Exhibit 2.1 FIRST AMENDING AGREEMENT THIS FIRST AMENDING AGREEMENT (this “Amendment”) is made as of May 26, 2025, among SUNOCO LP, a Delaware limited partnership (“Sunoco”); and 2709716 ALBERTA LTD., an Alberta corporation (the “Purchaser”); and NUSTAR GP HOLDINGS, LLC, a Delaware limited liability company (“Purchaser Holdco” and together with the Purchaser and Sunoco, the “Purchaser Parties”); an

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 27, 2025 Sunoco LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or Other Jurisdiction of Incorporation) (Commission File Number) I.R

Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of May 16, 2025, by and among Sunoco LP, as borrower, Bank of America N.A., as administrative agent, swingline lender and an LC issuer and the lenders party thereto.

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of May 16, 2025 (this “Amendment”), is entered into by SUNOCO LP, a Delaware limited partnership (the “Borrower”), the Guarantors (as defined in the Credit Agreement referenced below) party hereto, the Lenders (as defined below)

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 16, 2025 Sunoco LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or Other Jurisdiction of Incorporation) (Commission File Number) I.R

List of Guarantor and Issuer Subsidiaries

List of Guarantor and Issuer Subsidiaries The following entities are issuers, co-issuers or guarantors of (i) the 6.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35653 SUNOCO LP (Exact name of registrant as specified in i

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 May 6, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Reports First Quarter 2025 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Reports First Quarter 2025 Financial and Operating Results •Reports solid first quarter results including net income of $207 million, Adjusted EBITDA(1) of $458 million and Distributable Cash Flow, as adjusted(1), of $310 million •Announces a series of definitive agreements to: ◦Acquire Parkland Corporation in a cash and equity transaction valued at $9.1 billion

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Filed by Sunoco LP pursuant to Rule 425 under the Securities Act of 1933, as amended.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2025 Sunoco LP (Exact Name of Registrant as Specified in Its Charter) Delaware No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2025 Sunoco LP (Exact Name o

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2025 Sunoco LP (Exact Name of Registrant as Specified in Its Charter) Delaware No.

Arrangement Agreement, dated as of May 4, 2025, by and among Sunoco LP, NuStar GP Holdings, LLC, 2709716 Alberta Ltd. and Parkland Corporation.

Exhibit 2.1 Execution Version Dated May 4, 2025 NUSTAR GP HOLDINGS, LLC and 2709716 ALBERTA LTD. and SUNOCO LP and PARKLAND CORPORATION ARRANGEMENT AGREEMENT TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Gender and Number 23 1.3 Certain Phrases and Calculation of Time 23 1.4 Other Terms 23 1.5 Headings, etc. 24 1.6 Currency 24 1.7 Knowledge 24 1.8 Statutory References 24 1.9 T

Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Secu

Exhibit 99.2 Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address future business and financial events,

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2025 Sunoco LP (Exact Name of Registrant as Specified in Its Charter) Delaware No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2025 Sunoco LP (Exact Name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2025 Sunoco LP (Exact Name of Registrant as Specified in Its Charter) Delaware No.

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Exhibit 99.1 Sunoco LP to Acquire Parkland Corporation in Transaction Valued at $9.1 Billion DALLAS, May 5, 2025 - Sunoco LP (NYSE: SUN) (“Sunoco” or the “Partnership”) and Parkland Corporation (TSX: PKI) (“Parkland”) announced today that the parties have entered into a definitive agreement whereby Sunoco will acquire all outstanding shares of Parkland in a cash and equity transaction valued at ap

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 April 22, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 April 23, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Announces a 1.25% Increase in Quarterly Distribution and Continues to Target 2025 Distribution Growth Rate of At Least 5%

Exhibit 99.1 News Release Sunoco LP Announces a 1.25% Increase in Quarterly Distribution and Continues to Target 2025 Distribution Growth Rate of At Least 5% DALLAS, April 23, 2025 – Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) announced that the Board of Directors of SUN’s general partner declared a distribution of $0.8976 per common unit, or $3.5904 on an annualized basis, for the quarter

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 31, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (I

Indenture, dated as of March 31, 2025, by and among Sunoco LP, the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee (

Exhibit 4.1 SUNOCO LP and EACH OF THE GUARANTORS PARTY HERETO 6.250% SENIOR NOTES DUE 2033 INDENTURE Dated as of March 31, 2025 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 12 Section 1.03 Rules of Construction 12 ARTICLE 2 THE NOTES Section 2.01 Form a

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma combined financial information of Sunoco reflects the pro forma impacts of multiple transactions, each of which is described in the following sections. The NuStar Merger and West Texas Asset Sale (both of which terms are defined below) were completed in the second quarter of 2024. NuStar Merger. On May 3, 2024

Sunoco LP Announces Private Offering of Senior Notes

Exhibit 99.1 Sunoco LP Announces Private Offering of Senior Notes DALLAS, March 20, 2025 – Sunoco LP (NYSE: SUN) (“Sunoco” or the “Partnership”) today announced a private offering (the “offering”) of senior notes due 2033 in an aggregate principal amount of $750 million (the “notes”). Sunoco intends to use the net proceeds from the offering to repay indebtedness, including by redeeming in full NuS

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 20, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (I

Sunoco LP Announces Pricing of Upsized Private Offering of Senior Notes

Exhibit 99.1 Sunoco LP Announces Pricing of Upsized Private Offering of Senior Notes DALLAS, March 20, 2025 – Sunoco LP (NYSE: SUN) (“Sunoco” or the “Partnership”) today announced that it has priced at 100% a private offering (the “offering”) of 6.250% senior notes due 2033 in an aggregate principal amount of $1 billion (the “notes”). This offering was upsized from an initial offering size of $750

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 20, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (I

Form of Cash Unit Award Agreement Under the Sunoco LP Long-Term Cash Restricted Unit Plan

Cash Unit Award Granted Under Long-Term Cash Restricted Unit Plan Dear #ParticipantName#: We are extremely pleased to inform you that the Compensation Committee of the Board of Directors of Sunoco GP LLC (the “General Partner”), the general partner of Sunoco LP (“Sunoco”) has granted you an award of cash restricted units (the “Award”) under the Sunoco LP Long-Term Cash Restricted Unit Plan (“Cash Plan”).

Second Amended and Restated Agreement of Limited Partnership of Sunoco LP, dated February 12, 2025 (incorporated by reference to Exhibit 3.2 of the annual report on Form 10-K (File Number 001-35653) filed by the registrant on February 14, 2025)

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUNOCO LP TABLE OF CONTENTS Section 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

List of Subsidiaries of the Registrant

Exhibit 21.1 List of Subsidiaries 1.Aloha Petroleum LLC, a Delaware limited liability company 2.Aloha Petroleum, Ltd., a Hawaii corporation 3.Cal’s Convenience, Inc., a Texas corporation 4.Eco-Products Manufacturing of Puerto Rico Inc., a Puerto Rico corporation 5.ET-S Permian Holdings Company LP, a Texas limited partnership * 6.ET-S Permian Marketing Company LLC, a Texas limited liability company

Sunoco LP Long-Term Cash Restricted Unit Plan

SUNOCO LP LONG-TERM CASH RESTRICTED UNIT PLAN (Effective as of December 5, 2024) ARTICLE I Purpose of the Plan The Sunoco LP Long-term Cash Restricted Unit Plan (the “Plan”) has been adopted by Board of Directors (the “Board”) of Sunoco GP LLC (the “Company” or “General Partner”), the general partner of Sunoco LP (the “Partnership”) as of December 5, 2024.

Sunoco LP Insider Trading Policy

SUNOCO LP INSIDER TRADING POLICY Introduction Under the securities laws, “Insiders” are prohibited from purchasing or selling common units representing limited partner interests in Sunoco LP (the “Partnership”) and debt securities issued by the Partnership (the “Securities”) while in the possession of material nonpublic or “Insider” information.

Description of the registrant’s securities registered pursuant to section 12 of the Securities Exchange Act of 1934 - Description of common units

Exhibit 4.28 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF COMMON UNITS The following description of our common units is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Second Amended and Restated Certificate of Limited Partnership (the “certificate

Sunoco LP Reports Fourth Quarter and Record Full Year 2024 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Reports Fourth Quarter and Record Full Year 2024 Financial and Operating Results •Delivers record full-year 2024 financial and operating results ◦Net income of $874 million ◦Adjusted EBITDA(1), excluding one-time transaction-related expenses(2), of $1.56 billion ◦Fuel volume of 8.6 billion gallons •Increases quarterly distribution, targeting a distribution growt

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 February 11, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 January 27, 2025 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

and Targets 2025 Distribution Growth Rate of At Least 5%

Exhibit 99.1 News Release Sunoco LP Announces Increase in Quarterly Distribution and Targets 2025 Distribution Growth Rate of At Least 5% •Increases quarterly distribution to $0.8865, a 1.25% increase over the previous quarter •Targets 2025 distribution growth rate of at least 5%; future increases will be announced quarterly •Represents the third consecutive increase in annual distribution growth

Regulation FD Disclosure

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 9, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

SUN / Sunoco LP - Limited Partnership / ALPS ADVISORS INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sunoco LP (Name of Issuer) Common Units (Title of Class of Securities) 86765K109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

JOINT FILING AGREEMENT

Invesco Joint Filing Agreement JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

SUN / Sunoco LP - Limited Partnership / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sunoco LP (Name of Issuer) Partnership Interest (Title of Class of Securities) 86765K109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

List of Guarantor and Issuer Subsidiaries

List of Guarantor and Issuer Subsidiaries The following entities are issuers, co-issuers or guarantors of (i) the 6.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2024 ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35653 SUNOCO LP (Exact name of regist

Sunoco LP Reports Third Quarter 2024 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Reports Third Quarter 2024 Financial and Operating Results DALLAS, November 6, 2024 - Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) today reported financial and operating results for the quarter ended September 30, 2024. Financial and Operational Highlights Net income for the third quarter of 2024 was $2 million compared to net income of $272 million in the

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 6, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 October 28, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Maintains Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution DALLAS, October 28, 2024 – Sunoco LP (NYSE: SUN) (“SUN”) announced that the Board of Directors of its general partner declared a quarterly distribution for the third quarter of 2024 of $0.8756 per common unit or $3.5024 per common unit on an annualized basis. The distribution will be paid on November 19, 2024 to common unitholder

UNAUDITED PRO FORMA FINANCIAL INFORMATION

UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma combined financial information of Sunoco reflects the pro forma impacts of multiple transactions, each of which is described in the following sections.

Financial Statements and Exhibits, Other Events

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 October 24, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

As filed with the U.S. Securities and Exchange Commission on October 24, 2024

Table of Contents As filed with the U.S. Securities and Exchange Commission on October 24, 2024 Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 30-0740483 (State or other jurisdiction of incorporation or organiza

SUNOCO LP ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS

Table of Contents Index to Financial Statements SUNOCO LP ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PART I Item 1.

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-3ASR (Form Type) SUNOCO LP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forwa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35653 SUNOCO LP (Exact name of registrant

List of Guarantor and Issuer Subsidiaries

List of Guarantor and Issuer Subsidiaries The following entities are issuers, co-issuers or guarantors of (i) the 6.

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 August 7, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of regis

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 August 7, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Reports Record Second Quarter 2024 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Reports Record Second Quarter 2024 Financial and Operating Results •Reports record second quarter net income of $501 million and Adjusted EBITDA(1), excluding transaction-related expenses(2), of $400 million •Completes the acquisition of NuStar Energy L.P. on May 3, 2024 and the divestiture of 204 convenience stores to 7-Eleven, Inc. on April 16, 2024; results f

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 July 25, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Maintains Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution DALLAS, July 25, 2024 – Sunoco LP (NYSE: SUN) (“SUN”) announced that the Board of Directors of its general partner declared a quarterly distribution for the second quarter of 2024 of $0.8756 per common unit or $3.5024 per common unit on an annualized basis. The distribution will be paid on August 19, 2024 to common unitholders of

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 July, 25, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Maintains Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution DALLAS, July 25, 2024 – Sunoco LP (NYSE: SUN) (“SUN”) announced that the Board of Directors of its general partner declared a quarterly distribution for the second quarter of 2024 of $0.8576 per common unit or $3.5024 per common unit on an annualized basis. The distribution will be paid on August 19, 2024 to common unitholders of

Second Supplement and Amendment to Lease Agreement (Series 2010), dated July 15, 2024, among the Parish of St. James, State of Louisiana, NuStar Logistics, L.P., Sunoco LP and certain of Sunoco LP’s subsidiaries.

EX-10.6 Exhibit 10.6 SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT BY AND BETWEEN PARISH OF ST. JAMES, STATE OF LOUISIANA AND NUSTAR LOGISTICS, L.P., DATED AS OF JULY 15, 2024 RELATING TO: $100,000,000 (ORIGINAL PRINCIPAL AMOUNT) PARISH OF ST. JAMES, STATE OF LOUISIANA REVENUE BONDS (NUSTAR LOGISTICS, L.P. PROJECT) SERIES 2010 TABLE OF CONTENTS * * * * * * ARTICLE I DEFINITIONS AND RULES OF C

Second Supplement and Amendment to Lease Agreement (Series 2010B), dated July 15, 2024, among the Parish of St. James, State of Louisiana, NuStar Logistics, L.P., Sunoco LP and certain of Sunoco LP’s subsidiaries.

EX-10.12 Exhibit 10.12 SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT BY AND BETWEEN PARISH OF ST. JAMES, STATE OF LOUISIANA AND NUSTAR LOGISTICS, L.P., DATED AS OF JULY 15, 2024 RELATING TO: $85,000,000 (ORIGINAL PRINCIPAL AMOUNT) PARISH OF ST. JAMES, STATE OF LOUISIANA REVENUE BONDS (NUSTAR LOGISTICS, L.P. PROJECT) SERIES 2010B TABLE OF CONTENTS *  *  *  *  *  * ARTICLE I DEFINITIONS AND RUL

Second Supplement and Amendment to Series 2010B Indenture, dated as of July 15, 2024, among the Parish of St. James, State of Louisiana, Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.

EX-4.4 Exhibit 4.4 SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST BETWEEN PARISH OF ST. JAMES, STATE OF LOUISIANA AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee DATED AS OF JULY 15, 2024 $85,000,000 (original principal amount) PARISH OF ST. JAMES, STATE OF LOUISIANA REVENUE BONDS (NUSTAR LOGISTICS, L.P. PROJECT) SERIES 2010B TABLE OF CONTENTS *  *  *  *  *  * ARTICLE I DEFINIT

Second Supplement and Amendment to Series 2011 Indenture, dated as of July 15, 2024, among the Parish of St. James, State of Louisiana, Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.

EX-4.5 Exhibit 4.5 SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST BETWEEN PARISH OF ST. JAMES, STATE OF LOUISIANA AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee DATED AS OF JULY 15, 2024 $75,000,000 (original principal amount) PARISH OF ST. JAMES, STATE OF LOUISIANA REVENUE BONDS (NUSTAR LOGISTICS, L.P. PROJECT) SERIES 2011 TABLE OF CONTENTS *  *  *  *  *  * ARTICLE I DEFINITI

Sunoco LP, SUN Pipeline Holdings LLC, NuStar Permian Transportation and Storage LLC, NuStar Permian Crude Logistics LLC, NuStar Permian Holdings LLC, NuStar Logistics, L.P., ET-S Permian Holdings Company LP, ET-S Permian Pipeline Company LLC, ET-S Permian Marketing Company LLC, Energy Transfer LP, and Energy Transfer Crude Marketing, LLC

Execution version CONTRIBUTION AGREEMENT BY AND AMONG SUNOCO LP, SUN PIPELINE HOLDINGS LLC, NUSTAR PERMIAN TRANSPORTATION AND STORAGE LLC, NUSTAR PERMIAN CRUDE LOGISTICS LLC, NUSTAR PERMIAN HOLDINGS LLC, NUSTAR LOGISTICS, L.

Second Supplement and Amendment to Lease (Series 2011), dated July 15, 2024, among the Parish of St. James, State of Louisiana, NuStar Logistics, L.P., Sunoco LP and certain of Sunoco LP’s subsidiaries.

EX-10.15 Exhibit 10.15 SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT BY AND BETWEEN PARISH OF ST. JAMES, STATE OF LOUISIANA AND NUSTAR LOGISTICS, L.P., DATED AS OF JULY 15, 2024 RELATING TO: $75,000,000 (ORIGINAL PRINCIPAL AMOUNT) PARISH OF ST. JAMES, STATE OF LOUISIANA REVENUE BONDS (NUSTAR LOGISTICS, L.P. PROJECT) SERIES 2011 TABLE OF CONTENTS * * * * * * ARTICLE I DEFINITIONS AND RULES OF

Second Supplement and Amendment to Series 2010A Indenture, dated as of July 15, 2024, among the Parish of St. James, State of Louisiana, Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.

EX-4.3 Exhibit 4.3 SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST BETWEEN PARISH OF ST. JAMES, STATE OF LOUISIANA AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee DATED AS OF JULY 15, 2024 $50,000,000 (original principal amount) PARISH OF ST. JAMES, STATE OF LOUISIANA REVENUE BONDS (NUSTAR LOGISTICS, L.P. PROJECT) SERIES 2010A TABLE OF CONTENTS *  *  *  *  *  * ARTICLE I DEFINIT

Second Supplement and Amendment to Lease Agreement (Series 2010A), dated July 15, 2024, among the Parish of St. James, State of Louisiana, NuStar Logistics, L.P., Sunoco LP and certain of Sunoco LP’s subsidiaries.

EX-10.9 Exhibit 10.9 SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT BY AND BETWEEN PARISH OF ST. JAMES, STATE OF LOUISIANA AND NUSTAR LOGISTICS, L.P., DATED AS OF JULY 15, 2024 RELATING TO: $50,000,000 (ORIGINAL PRINCIPAL AMOUNT) PARISH OF ST. JAMES, STATE OF LOUISIANA REVENUE BONDS (NUSTAR LOGISTICS, L.P. PROJECT) SERIES 2010A TABLE OF CONTENTS *  *  *  *  *  * ARTICLE I DEFINITIONS AND RULES

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 July 14, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of regist

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 July 14, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Second Supplement and Amendment to Series 2010 Indenture, dated as of July 15, 2024, among the Parish of St. James, State of Louisiana, Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.

EX-4.2 Exhibit 4.2 SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST BETWEEN PARISH OF ST. JAMES, STATE OF LOUISIANA AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee DATED AS OF JULY 15, 2024 $100,000,000 (original principal amount) PARISH OF ST. JAMES, STATE OF LOUISIANA REVENUE BONDS (NUSTAR LOGISTICS, L.P. PROJECT) SERIES 2010 TABLE OF CONTENTS *  *  *  *  *  * ARTICLE I DEFINIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 15, 2024 Sunoco LP (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 15, 2024 Sunoco LP (Exact name of registrant as specified in its charter) Delaware No. 001-35653 30-0740483 (State or Other Jurisdiction of Incorporation or Organization) (Commis

Second Supplement and Amendment to Lease Agreement (Series 2008), dated July 15, 2024, among the Parish of St. James, State of Louisiana, NuStar Logistics, L.P., Sunoco LP and certain of Sunoco LP’s subsidiaries (Incorporated by reference to Exhibit 10.3 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on July 18, 2024)

EX-10.3 Exhibit 10.3 SECOND SUPPLEMENT AND AMENDMENT TO LEASE AGREEMENT BY AND BETWEEN PARISH OF ST. JAMES, STATE OF LOUISIANA AND NUSTAR LOGISTICS, L.P., DATED AS OF JULY 15, 2024 RELATING TO: $56,200,000 (ORIGINAL PRINCIPAL AMOUNT) PARISH OF ST. JAMES, STATE OF LOUISIANA REVENUE BONDS (NUSTAR LOGISTICS, L.P. PROJECT) SERIES 2008 TABLE OF CONTENTS * * * * * * ARTICLE I DEFINITIONS AND RULES OF CO

Second Supplement and Amendment to Series 2008 Indenture, dated as of July 15, 2024, among the Parish of St. James, State of Louisiana, Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.

EX-4.1 Exhibit 4.1 SECOND SUPPLEMENT AND AMENDMENT TO INDENTURE OF TRUST BETWEEN PARISH OF ST. JAMES, STATE OF LOUISIANA AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee DATED AS OF JULY 15, 2024 $56,200,000 (original principal amount) PARISH OF ST. JAMES, STATE OF LOUISIANA REVENUE BONDS (NUSTAR LOGISTICS, L.P. PROJECT) SERIES 2008 TABLE OF CONTENTS *  *  *  *  *  * ARTICLE I DEFINITI

Energy Transfer and Sunoco Announce Strategic Permian Basin Crude Oil Joint Venture

Exhibit 99.1 Energy Transfer and Sunoco Announce Strategic Permian Basin Crude Oil Joint Venture DALLAS, July 16, 2024 - Energy Transfer LP (NYSE: ET) (“Energy Transfer”) and Sunoco LP (NYSE: SUN) (“Sunoco”) today announced the formation of a joint venture combining their respective crude oil and produced water gathering assets in the Permian Basin. Energy Transfer will serve as the operator of th

Current Report

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 July 3, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 17, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Sunoco LP Announces Participation in J.P. Morgan’s Energy, Power, and Renewables Conference

Exhibit 99.1 Sunoco LP Announces Participation in J.P. Morgan’s Energy, Power, and Renewables Conference DALLAS, June 17, 2024 – Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) today announced its participation in J.P. Morgan’s 2024 Energy, Power, and Renewables Conference. The Partnership will participate in meetings with members of the investment community on June 18, 2024. A slide presentati

First Supplemental Indenture, dated as of May 31, 2024, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.11 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 5, 2024)

EX-4.11 Exhibit 4.11 This Supplemental Indenture (this “Supplemental Indenture”), dated as of May 31, 2024, is among NuStar Energy L.P., a Delaware limited partnership, NuStar Logistics, L.P., a Delaware limited partnership, NuStar Permian Transportation and Storage, LLC, a Delaware limited liability company, NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership, NuStar Pipeli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 31, 2024 Sunoco LP (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 31, 2024 Sunoco LP (Exact name of registrant as specified in its charter) Delaware No. 001-35653 30-0740483 (State or Other Jurisdiction of Incorporation or Organization) (Commiss

First Supplemental Indenture, dated as of May 31, 2024, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.9 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 5, 2024)

EX-4.9 Exhibit 4.9 This Supplemental Indenture (this “Supplemental Indenture”), dated as of May 31, 2024, is among NuStar Energy L.P., a Delaware limited partnership, NuStar Logistics, L.P., a Delaware limited partnership, NuStar Permian Transportation and Storage, LLC, a Delaware limited liability company, NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership, NuStar Pipeline

Second Supplemental Indenture, dated as of May 31, 2024, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee, dated May 31 (Incorporated by reference to Exhibit 4.3 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 5, 2024)

EX-4.3 Exhibit 4.3 This Supplemental Indenture (this “Supplemental Indenture”), dated as of May 31, 2024, is among NuStar Energy L.P., a Delaware limited partnership, NuStar Logistics, L.P., a Delaware limited partnership, NuStar Permian Transportation and Storage, LLC, a Delaware limited liability company, NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership, NuStar Pipeline

Eleventh Supplemental Indenture, dated as of May 31, 2024, among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor, Sunoco LP, as Ultimate Parent Guarantor, the Guarantors party thereto and Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.19 of Sunoco LP’s Current Report on Form 8-K (File No. 001-35653) filed June 5, 2024)

EX-4.19 Exhibit 4.19 NUSTAR LOGISTICS, L.P., Issuer NUSTAR ENERGY L.P., Guarantor NUSTAR PIPELINE OPERATING PARTNERSHIP L.P., Affiliate Guarantor SUNOCO LP, Ultimate Parent Guarantor EACH OF THE GUARANTEEING SUBSIDIARIES PARTY HERETO, Guaranteeing Subsidiaries and COMPUTERSHARE TRUST COMPANY, N. A., Trustee ELEVENTH SUPPLEMENTAL INDENTURE Dated as of May 31, 2024 to INDENTURE Dated as of July 15,

First Supplemental Indenture, dated as of May 31, 2024, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.7 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 5, 2024)

EX-4.7 Exhibit 4.7 This Supplemental Indenture (this “Supplemental Indenture”), dated as of May 31, 2024, is among NuStar Energy L.P., a Delaware limited partnership, NuStar Logistics, L.P., a Delaware limited partnership, NuStar Permian Transportation and Storage, LLC, a Delaware limited liability company, NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership, NuStar Pipeline

First Supplemental Indenture, dated as of May 31, 2024, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.5 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 5, 2024)

EX-4.5 Exhibit 4.5 This Supplemental Indenture (this “Supplemental Indenture”), dated as of May 31, 2024, is among NuStar Energy L.P., a Delaware limited partnership, NuStar Logistics, L.P., a Delaware limited partnership, NuStar Permian Transportation and Storage, LLC, a Delaware limited liability company, NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership, NuStar Pipeline

First Supplemental Indenture, dated as of May 31, 2024, by and among Sunoco LP, the Guarantors party thereto and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.13 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on June 5, 2024)

EX-4.13 Exhibit 4.13 This Supplemental Indenture (this “Supplemental Indenture”), dated as of May 31, 2024, is among NuStar Energy L.P., a Delaware limited partnership, NuStar Logistics, L.P., a Delaware limited partnership, NuStar Permian Transportation and Storage, LLC, a Delaware limited liability company, NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership, NuStar Pipeli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35653 SUNOCO LP (Exact name of registrant

Sunoco LP Announces First Quarter 2024 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Announces First Quarter 2024 Financial and Operating Results •Reports record first quarter net income of $230 million and Adjusted EBITDA(1) of $242 million •Increases full year 2024 Adjusted EBITDA(1)(2) guidance to $1.46 billion to $1.52 billion, to include the acquisition of NuStar Energy L.P. •Increases quarterly distribution by 4% DALLAS, May 8, 2024 - Suno

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 May 8, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Parent Guaranty, dated as of May 3, 2024, by Sunoco LP in favor of Wells Fargo Bank, National Association, as administrative agent.

EX-10.3 Exhibit 10.3 Execution Version GUARANTEE AGREEMENT DATED AS OF MAY 3, 2024 MADE BY SUNOCO LP, IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.01 Definitions 1 Section 1.02 Other Definitional Provisions 2 ARTICLE II Guarantee 2 Section 2.01 Guarantee 2 Section 2.02 No Subrogation 3 Section 2.03 Guarantee Am

AMENDMENT NO. 2 TO EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP NUSTAR ENERGY L.P.

Exhibit 99.5 AMENDMENT NO. 2 TO EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NUSTAR ENERGY L.P. This AMENDMENT NO. 2, dated as of May 3, 2024 (this “Amendment”), to the Eighth Amended and Restated Agreement of Limited Partnership (as previously amended, the “Partnership Agreement”) of NuStar Energy L.P. (the “Partnership”) is hereby adopted by Riverwalk Logistics, L.P., a Delawa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 3, 2024 Sunoco LP (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 3, 2024 Sunoco LP (Exact name of registrant as specified in its charter) Delaware No. 001-35653 30-0740483 (State or Other Jurisdiction of Incorporation or Organization) (Commissi

Sunoco LP, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, swingline lender and an LC issuer (Incorporated by reference to Exhibit 10.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on May 3, 2024)

EX-10.1 Exhibit 10.1 Execution Version DEAL#: 86770WAG1   REV#: 86770WAH9   THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 3, 2024 among SUNOCO LP, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and an LC Issuer, and The Lenders Party Hereto $1,500,000,000 Five Year Modified Revolving Credit Facility TRUIST SECURITIES, INC., BOFA SECURITIES, INC., BA

PROMISSORY NOTE Principal Amount: $28,067,844.60 Dated as of May 3, 2024 New York, New York

Exhibit 99.3 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO NUSTAR ENERG

Eighth Amendment to Receivables Financing Agreement, dated as of May 3, 2024, by and among NuStar Finance LLC, as borrower, NuStar Energy L.P., as servicer, and PNC Bank, National Association, as a lender, group agent and as administrative agent.

EX-10.14 Exhibit 10.14 EXECUTION VERSION EIGHTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT This EIGHTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of May 3, 2024, is entered into by and among NUSTAR FINANCE LLC, as Borrower (the “Borrower”), NUSTAR ENERGY L.P., as initial Servicer (the “Servicer”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Lender, PNC,

Sunoco LP Completes Acquisition of NuStar Energy L.P.; Announces a 4% Increase in Quarterly Distribution

Exhibit 99.1 Sunoco LP Completes Acquisition of NuStar Energy L.P.; Announces a 4% Increase in Quarterly Distribution DALLAS, May 3, 2024 – Sunoco LP (NYSE: SUN) (“Sunoco”) announced the completion of the acquisition of NuStar Energy L.P. (“NuStar”) and a 4% increase in its quarterly distribution. NuStar Energy Acquisition Sunoco announced the completion of the acquisition of NuStar. The merger wa

UNIT PURCHASE AGREEMENT

EX-99.2 Exhibit 99.2 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of May 3, 2024, is entered into between NuStar Energy L.P., a Delaware limited partnership (“NuStar”), and Sunoco Retail LLC, a Pennsylvania limited liability company (“Sunoco Retail”) and wholly-owned subsidiary of Sunoco LP (“Sunoco”). Capitalized terms used herein but not defined herein shall

Third Amendment to Purchase and Sale Agreement, dated as of May 3, 2024, by and among NuStar Finance LLC, as buyer, NuStar Energy L.P., as servicer, and NuStar Energy L.P. and its subsidiaries named therein, as originators (Incorporated by reference to Exhibit 10.17 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on May 3, 2024)

Exhibit 10.17 EXECUTION VERSION THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is entered as of May 3, 2024, by and among the various entities listed on the signature pages hereto as an Originator (the “Originators” and each, an “Originator”), NUSTAR ENERGY L.P., as initial Servicer (as defined below) (“NuStar Energy”) and NUST

Waiver Letter and Second Amendment, dated May 3, 2024, by Wells Fargo Bank, National Association and acknowledged and accepted by NuStar Energy L.P., NuStar Logistics, L.P., NuStar Pipeline Operating Partnership L.P. and the lenders party thereto.

Exhibit 10.2 Execution Version May 3, 2024 NuStar Logistics, L.P. 19003 IH-10 West San Antonio, Texas 78257 Attention:  Tom Shoaf Executive Vice President and Chief Financial Officer Re: Waiver Letter and Second Amendment to that certain Second Amended and Restated 5-Year Revolving Credit Agreement dated as of January 28, 2022 among NuStar Logistics, L.P., a Delaware limited partnership (the “Borr

Second Supplemental Indenture, dated as of May 3, 2024, by and among NuStar Logistics, L.P., as Issuer, NuStar Energy L.P., as Parent Guarantor, NuStar Pipeline Operating Partnership L.P., as Affiliate Guarantor, and Computershare Trust Company, N.A., as Successor Trustee (Incorporated by reference to Exhibit 4.3 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on May 3, 2024)

EX-4.3 Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 3, 2024 (this “Second Supplemental Indenture”), is among (i) NuStar Logistics, L.P., a Delaware limited partnership (“Logistics”), (ii) NuStar Energy L.P., a Delaware limited partnership (the “Parent Guarantor”), (iii) NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership (the

Sunoco LP Announces Purchase of NuStar Preferred Units and Full Redemption of NuStar Logistics Subordinated Notes

Exhibit 99.4 Sunoco LP Announces Purchase of NuStar Preferred Units and Full Redemption of NuStar Logistics Subordinated Notes DALLAS, May 3, 2024 – Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) today announced that, on June 3, 2024 (the “Redemption Date”), (a) SUN will purchase all outstanding units of (i) 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (I

Indenture, dated as of April 30, 2024, by and among Sunoco LP, the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee.

Exhibit 4.1 SUNOCO LP and EACH OF THE GUARANTORS PARTY HERETO 7.000% SENIOR NOTES DUE 2029 7.250% SENIOR NOTES DUE 2032 INDENTURE Dated as of April 30, 2024 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 12 Section 1.03 Rules of Construction 13 ARTICLE 2 THE

Indenture, dated as of April 30, 2024, by and among Sunoco LP, the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee (Incorporated by reference to Exhibit 4.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on April 30, 2024)

Exhibit 4.1 SUNOCO LP and EACH OF THE GUARANTORS PARTY HERETO 7.000% SENIOR NOTES DUE 2029 7.250% SENIOR NOTES DUE 2032 INDENTURE Dated as of April 30, 2024 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 12 Section 1.03 Rules of Construction 13 ARTICLE 2 THE

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact na

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (I

Sunoco LP Announces Pricing of Private Offering of Senior Notes

EX-99.1 Exhibit 99.1 Sunoco LP Announces Pricing of Private Offering of Senior Notes DALLAS, April 16, 2024 – Sunoco LP (NYSE: SUN) (“Sunoco”) today announced that it has priced at 100% a private offering (the “offering”) of 7.000% senior notes due 2029 in an aggregate principal amount of $750 million (the “2029 notes”) and 7.250% senior notes due 2032 in an aggregate principal amount of $750 mill

Sunoco LP Completes Acquisition of European Liquid Fuels Terminals and Divestiture of West Texas Assets; Reaffirms 2024 Adjusted EBITDA Guidance Range

Exhibit 99.1 Sunoco LP Completes Acquisition of European Liquid Fuels Terminals and Divestiture of West Texas Assets; Reaffirms 2024 Adjusted EBITDA Guidance Range DALLAS, April 17, 2024 – Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) today announced the completion of the acquisition of liquid fuels terminals from Zenith Energy and the divestiture of 204 convenience stores to 7-Eleven, Inc. (

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (I

Sunoco LP Announces Private Offering of Senior Notes

Exhibit 99.1 Sunoco LP Announces Private Offering of Senior Notes DALLAS, April 16, 2024 – Sunoco LP (NYSE: SUN) (“Sunoco”) today announced a private offering (the “offering”) of senior notes due 2029 in an aggregate principal amount of $750 million (the “2029 notes”) and senior notes due 2032 in an aggregate principal amount of $750 million (the “2032 notes,” and collectively with the 2029 notes,

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (I

Sunoco LP and NuStar Energy L.P. Announce Expiration of Hart-Scott-Rodino Act Waiting Period

Exhibit 99.1 Sunoco LP and NuStar Energy L.P. Announce Expiration of Hart-Scott-Rodino Act Waiting Period DALLAS, April 9, 2024 - Sunoco LP (NYSE: SUN) (“Sunoco” or “SUN”) and NuStar Energy L.P. (NYSE: NS) (“NuStar” or “NS”) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), in connection with Sunoco’s pending acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 9, 2024 (April 8, 2024) SUNOC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 9, 2024 (April 8, 2024) SUNOCO LP (Exact Name of Registrant as Specified in Its Charter) Delaware No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 9, 2024 (April 8, 2024) SUNOCO LP (Exact Name of Registrant as Specified in Its Charter) Delaware No.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-277369 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear NuStar Energy L.P. Common Unitholders: On January 22, 2024, NuStar Energy L.P., a Delaware limited partnership (“NuStar”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sunoco LP, a Delaware limited partnership (“Sunoco”), Saturn Merger Sub, L

Sunoco LP 8111 Westchester Drive, Suite 400 Dallas, TX 75225

VIA EDGAR Sunoco LP 8111 Westchester Drive, Suite 400 Dallas, TX 75225 April 1, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street NE Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 March 22, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

As filed with the Securities and Exchange Commission on March 20, 2024

Table of Contents As filed with the Securities and Exchange Commission on March 20, 2024 Registration No.

767 Fifth Avenue

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax March 20, 2024 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street NE Washington, D.

Consent of Barclays Capital Inc.

Exhibit 99.1 745 Seventh Avenue New York, NY 10019 United States February 26, 2024 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated January 22, 2024, to the Board of Directors of NuStar GP, LLC (“NuStar Managing GP”), which is the sole general partner of Riverwalk Logistics, L.P. (“NuStar GP”), which is the sole general partner of NuStar Energy L

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Sunoco LP (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities  Fees to Be  Paid Equity Common Units  representing  limited partner interests Other 53,200,000(1) N/A $3,148,110,000(2) 0.

As filed with the Securities and Exchange Commission on February 26, 2024

Table of Contents As filed with the Securities and Exchange Commission on February 26, 2024 Registration No.

Form of NuStar Energy L.P. Proxy Card

Exhibit 99.2 SCAN TO VIEW MATERIALS & VOTE w NUSTAR ENERGY L.P. VOTE BY INTERNET 19003 IH-10 WEST SAN ANTONIO, TX 78257 Before The Meeting—Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on [TBD]. Have your proxy card in hand when you access the web site and follow

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Sunoco LP Executive Officer Incentive Compensation Clawback Policy

Exhibit 97.1 SUNOCO LP EXECUTIVE OFFICER INCENTIVE COMPENSATION CLAWBACK POLICY Adopted as of November 29, 2023 This Executive Officer Incentive Compensation Clawback Policy (the “Policy”) has been adopted by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Sunoco GP LLC (the “General Partner”), the general partner of Sunoco LP (together with its

List of subsidiaries of Sunoco LP (incorporated by reference to Exhibit 21.1 of Form 10-K, File No. 1-35653, for the year ended December 31, 2023)

Exhibit 21.1 List of Subsidiaries 1.Aloha Petroleum LLC, a Delaware limited liability company 2.Aloha Petroleum, Ltd., a Hawaii corporation 3.Sunmarks LLC, a Delaware limited liability company 4.Sunoco Midstream LLC (formerly Sunoco Caddo LLC), a Delaware limited liability company 5.Sunoco Finance Corp., a Delaware corporation 6.Sunoco, LLC, a Delaware limited liability company 7.Sunoco NLR LLC, a

Exhibit 4.8

Exhibit 4.8 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF COMMON UNITS The following description of our common units is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Second Amended and Restated Certificate of Limited Partnership (the “certificate

Sunoco GP LLC Amended and Restated Annual Bonus Plan

Exhibit 10.7 ========================================================================== AMENDED AND RESTATED SUNOCO GP LLC ANNUAL BONUS PLAN Effective as of January 1, 2023 ========================================================================== Annual Bonus Plan Exhibit 10.7 AMENDED AND RESTATED ENERGY TRANSFER LP ANNUAL BONUS PLAN 1.Purpose. The purpose of this Plan is to motivate management a

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 February 14, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Announces Fourth Quarter and Full Year 2023 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Announces Fourth Quarter and Full Year 2023 Financial and Operating Results •Delivers record full year 2023 financial and operating results •Reports fourth quarter volume of over 2.2 billion gallons, highest in the Partnership’s history •Reaffirms full year 2024 Adjusted EBITDA(1)(2) guidance of $975 million to $1 billion •Announced a series of definitive agreem

SUN / Sunoco LP - Limited Partnership / ALPS ADVISORS INC Passive Investment

SC 13G 1 fp0087039-4sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sunoco LP (Name of Issuer) Common Units (Title of Class of Securities) 86765K109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

EX-99.A 2 a2024130-energytransferxsc.htm EX-99.A Exhibit A JOINT FILING AGREEMENT AND POWER OF ATTORNEY In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to: (a) the joint filing on behalf of each of them of Amendment No. 5 to the Statement on Schedule 13D (the “Statement”) and any and all subse

SUN / Sunoco LP - Limited Partnership / Energy Transfer Equity, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 a01-29x2024energytransferx.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) Sunoco LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 869239 103 (CUSIP Number) Dylan A. Bramhall Executive Vice President & Group Chief Financial Officer Energy

Sunoco LP Maintains Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution DALLAS, January 25, 2024 – Sunoco LP (NYSE: SUN) (“SUN”) announced that the Board of Directors of its general partner declared a quarterly distribution for the fourth quarter of 2023 of $0.8420 per common unit or $3.368 per common unit on an annualized basis. The distribution will be paid on February 20, 2024 to common unitholder

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 January 25, 2024 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Filed by Sunoco LP pursuant to Rule 425 under the Securities Act of 1933, as

425 Filed by Sunoco LP pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

Agreement and Plan of Merger, dated as of January 22, 2024, by and among Sunoco LP, Saturn Merger Sub, LLC, NuStar Energy L.P., Riverwalk Logistics, L.P., NuStar GP, LLC and Sunoco GP, LLC.

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among SUNOCO LP, SATURN MERGER SUB, LLC, NUSTAR ENERGY L.P., NUSTAR GP, LLC, RIVERWALK LOGISTICS, L.P. and SUNOCO GP LLC Dated as of January 22, 2024 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger; Parent Subscription Right 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the M

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2024 Sunoco LP (Exact Name of Registrant as Specified in Its Charter) Delaware No.

Forward-Looking Statements This presentation contains “forward-looking statements” as defined by applicable federal securities laws. In this context, forward-looking statements often address future business and financial events, conditions, expectati

Exhibit 99.2 Sunoco LP to Acquire NuStar Energy L.P. January 22, 2024 Forward-Looking Statements This presentation contains “forward-looking statements” as defined by applicable federal securities laws. In this context, forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often include, but are not limited to, words such a

1

Exhibit 99.1 Sunoco LP to Acquire NuStar Energy L.P. in Transaction Valued at $7.3 Billion DALLAS, January 22, 2024 - Sunoco LP (NYSE: SUN) (“Sunoco” or the “Partnership”) and NuStar Energy L.P. (NYSE: NS) (“NuStar”) announced today that the parties have entered into a definitive agreement whereby Sunoco will acquire NuStar in an all-equity transaction valued at approximately $7.3 billion, includi

Agreement and Plan of Merger, dated as of January 22, 2024, by and among Sunoco LP, Saturn Merger Sub, LLC, NuStar Energy L.P., Riverwalk Logistics, L.P., NuStar GP, LLC and Sunoco GP, LLC (incorporated by reference to Exhibit 2.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on January 22, 2024)

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among SUNOCO LP, SATURN MERGER SUB, LLC, NUSTAR ENERGY L.P., NUSTAR GP, LLC, RIVERWALK LOGISTICS, L.P. and SUNOCO GP LLC Dated as of January 22, 2024 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger; Parent Subscription Right 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 3

Forward-Looking Statements This presentation contains “forward-looking statements” as defined by applicable federal securities laws. In this context, forward-looking statements often address future business and financial events, conditions, expectati

EX-99.2 Exhibit 99.2 Sunoco LP to Acquire NuStar Energy L.P. January 22, 2024 Forward-Looking Statements This presentation contains “forward-looking statements” as defined by applicable federal securities laws. In this context, forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often include, but are not limited to, word

Support Agreement, dated as of January 22, 2024, by and among Sunoco LP, NuStar Energy L.P. and Energy Transfer LP.

Exhibit 10.1 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of January 22, 2024 (this “Agreement”), is entered into by and among (a) Sunoco LP, a Delaware limited partnership (“Parent”), (b) NuStar Energy L.P., a Delaware limited partnership (the “Partnership”), and (c) Energy Transfer LP, a Delaware limited partnership (“ET”). Unless the context otherwise requires, terms use

1

EX-99.1 Exhibit 99.1 Sunoco LP to Acquire NuStar Energy L.P. in Transaction Valued at $7.3 Billion DALLAS, January 22, 2024 - Sunoco LP (NYSE: SUN) (“Sunoco” or the “Partnership”) and NuStar Energy L.P. (NYSE: NS) (“NuStar”) announced today that the parties have entered into a definitive agreement whereby Sunoco will acquire NuStar in an all-equity transaction valued at approximately $7.3 billion,

Filed by Sunoco LP pursuant to Rule 425 under the Securities

Filed by Sunoco LP pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a- 12 under the Securities Exchange Act of 1934, as amended.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2024 Sunoco LP (Exact N

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 22, 2024 Sunoco LP (Exact Name of Registrant as Specified in Its Charter) Delaware No.

Support Agreement, dated as of January 22, 2024, by and among Sunoco LP, NuStar Energy L.P. and Energy Transfer LP.

EX-10.1 Exhibit 10.1 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT, dated as of January 22, 2024 (this “Agreement”), is entered into by and among (a) Sunoco LP, a Delaware limited partnership (“Parent”), (b) NuStar Energy L.P., a Delaware limited partnership (the “Partnership”), and (c) Energy Transfer LP, a Delaware limited partnership (“ET”). Unless the context otherwise requires, t

SUN / Sunoco LP - Limited Partnership / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Sunoco LP (Name of Issuer) Partnership Interest (Title of Class of Securities) 86765K109 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Regulation FD Disclosure

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 4, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

List of Guarantor and Issuer Subsidiaries

Exhibit 22.1 List of Guarantor and Issuer Subsidiaries The following entities, as of September 30, 2023, were guarantors of the 6.000% senior notes due 2027, 5.875% senior notes due 2028, 7.000% senior notes due 2028, 4.500% senior notes due 2029, and 4.500% senior notes due 2030, each issued by Sunoco LP and Sunoco Finance Corp. Name of Entity Jurisdiction of Organization or Formation SUN Notes A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2023 ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35653 SUNOCO LP (Exact name of regist

Sunoco LP Announces Third Quarter 2023 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Announces Third Quarter 2023 Financial and Operating Results •Reports third quarter results including net income of $272 million, Adjusted EBITDA(1) of $257 million and Distributable Cash Flow, as adjusted(1) of $181 million •Increases full-year 2023 Adjusted EBITDA(1)(2) guidance to be above $935 million DALLAS, November 1, 2023 - Sunoco LP (NYSE: SUN) (“SUN” o

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 1, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Maintains Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution DALLAS, October 20, 2023 – Sunoco LP (NYSE: SUN) (“SUN”) announced that the Board of Directors of its general partner declared a quarterly distribution for the third quarter of 2023 of $0.8420 per common unit or $3.368 per common unit on an annualized basis. The distribution will be paid on November 20, 2023 to common unitholders

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 October 20, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Indenture, by and among Sunoco LP, Sunoco Finance Corp., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee, dated September 20, 2023 (Incorporated by reference to Exhibit 4.1 of the current report on Form 8-K (File Number 001-35653) filed by the registrant on September 20, 2023)

Exhibit 4.1 SUNOCO LP, SUNOCO FINANCE CORP. and EACH OF THE GUARANTORS PARTY HERETO 7.000% SENIOR NOTES DUE 2028 INDENTURE Dated as of September 20, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 26 Section 1.03 Rules of Construction 26 ARTICLE 2 THE NO

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 20, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 13, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number

Sunoco LP Announces Pricing of Private Offering of Senior Notes

Exhibit 99.2 News Release Sunoco LP Announces Pricing of Private Offering of Senior Notes DALLAS, September 13, 2023 – Sunoco LP (NYSE: SUN) (“Sunoco”) today announced that it has priced at 100% a private offering (the “offering”) of $500 million in aggregate principal amount of 7.000% senior notes due 2028 (the “notes”). Sunoco Finance Corp., a wholly owned direct subsidiary of Sunoco, will serve

Sunoco LP Announces Private Offering of Senior Notes

Exhibit 99.1 News Release Sunoco LP Announces Private Offering of Senior Notes DALLAS, September 13, 2023 – Sunoco LP (NYSE: SUN) (“Sunoco”) today announced a private offering (the “offering”) of senior notes due 2028 (the “notes”) in an aggregate principal amount of $500 million. Sunoco Finance Corp., a wholly owned direct subsidiary of SUN, will serve as co-issuer of the notes. SUN intends to us

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35653 SUNOCO LP (Exact name of registrant

Sunoco LP Announces Second Quarter 2023 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Announces Second Quarter 2023 Financial and Operating Results DALLAS, August 2, 2023 - Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) today reported financial and operating results for the quarter ended June 30, 2023. Financial and Operational Highlights For the quarter ended June 30, 2023, net income was $87 million versus $121 million in the second quarter

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 August 2, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of regis

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 August 2, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Maintains Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution DALLAS, July 25, 2023 – Sunoco LP (NYSE: SUN) (“SUN”) announced that the Board of Directors of its general partner declared a quarterly distribution for the second quarter of 2023 of $0.8420 per common unit or $3.368 per common unit on an annualized basis. The distribution will be paid on August 21, 2023 to common unitholders of

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 July 25, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35653 SUNOCO LP (Exact name of registrant

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 May 2, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registra

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 May 2, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Announces First Quarter 2023 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Announces First Quarter 2023 Financial and Operating Results •Reports first quarter results including net income of $141 million, Adjusted EBITDA(1) of $221 million and Distributable Cash Flow, as adjusted(1) of $160 million •Increases quarterly distribution by 2% •Completes the acquisition of 16 refined product terminals from Zenith Energy for $110 million •Inc

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 April 26, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Announces a 2% Increase in Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Announces a 2% Increase in Quarterly Distribution DALLAS, April 26, 2023 – Sunoco LP (NYSE: SUN) (“SUN”) announced that the Board of Directors of its general partner declared a quarterly distribution for the first quarter of 2023 of $0.8420 per common unit or $3.368 per common unit on an annualized basis. The distribution will be paid on May 22, 2023 to common u

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35653 SUNOCO LP (Ex

List of Guarantor and Issuer Subsidiaries

Exhibit 22.1 List of Guarantor and Issuer Subsidiaries The following entities, as of December 31, 2022, were guarantors of the 6.000% senior notes due 2027, 5.875% senior notes due 2028, 4.500% senior notes due 2029, and 4.500% senior notes due 2030,each issued by Sunoco LP and Sunoco Finance Corp. Name of Entity Jurisdiction of Organization or Formation SUN Notes Aloha Petroleum LLC Delaware Guar

List of Subsidiaries of the Registrant*

Exhibit 21.1 List of Subsidiaries 1.Aloha Petroleum LLC, a Delaware limited liability company 2.Aloha Petroleum, Ltd., a Hawaii corporation 3.Sunmarks LLC, a Delaware limited liability company 4.Sunoco Midstream LLC (formerly Sunoco Caddo LLC), a Delaware limited liability company 5.Sunoco Finance Corp., a Delaware corporation 6.Sunoco, LLC, a Delaware limited liability company 7.Sunoco NLR LLC, a

Sunoco LP Announces Fourth Quarter and Full Year 2022 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Announces Fourth Quarter and Full Year 2022 Financial and Operating Results •Reports fourth quarter results including net income of $55 million, Adjusted EBITDA(1) of $238 million and Distributable Cash Flow, as adjusted(1) of $153 million •Achieves $475 million of full year 2022 net income and generates record full year 2022 Adjusted EBITDA(1) of $919 million,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 February 15, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

SUN / Sunoco LP / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Sunoco LP (Name of Issuer) Partnership Interest (Title of Class of Securities) 86765K109 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 January 25, 2023 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Maintains Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution DALLAS, January 25, 2023 – Sunoco LP (NYSE: SUN) (“SUN”) announced that the Board of Directors of its general partner declared a quarterly distribution for the fourth quarter of 2022 of $0.8255 per common unit or $3.3020 per common unit on an annualized basis. The distribution will be paid on February 21, 2023 to common unitholde

Regulation FD Disclosure

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 6, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2022 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35653 SUNOCO LP (Exac

Sunoco LP Announces Third Quarter 2022 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Announces Third Quarter 2022 Financial and Operating Results •Reports third quarter results including net income of $83 million, Adjusted EBITDA(1) of $276 million and Distributable Cash Flow, as adjusted(1) of $196 million •Executes a definitive agreement to acquire Peerless Oil & Chemicals, Inc., a leading terminal operator and refined product logistics busine

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 November 1, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of reg

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 November 1, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 October 25, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Maintains Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution DALLAS, October 25, 2022 ? Sunoco LP (NYSE: SUN) (?SUN?) announced that the Board of Directors of its general partner declared a quarterly distribution for the third quarter of 2022 of $0.8255 per common unit or $3.3020 per common unit on an annualized basis. The distribution will be paid on November 18, 2022 to common unitholder

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35653 SUNOCO LP (Exact nam

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 August 3, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Announces Second Quarter 2022 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Announces Second Quarter 2022 Financial and Operating Results •Reports strong second quarter results including net income of $121 million, Adjusted EBITDA(1) of $214 million and Distributable Cash Flow, as adjusted(1) of $159 million •Current quarter distribution coverage of 1.83 times and trailing twelve months coverage of 1.70 times with leverage of 4.17 times

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 July 26, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Maintains Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution DALLAS, July 26, 2022 ? Sunoco LP (NYSE: SUN) (?SUN?) announced that the Board of Directors of its general partner declared a quarterly distribution for the second quarter of 2022 of $0.8255 per common unit or $3.3020 per common unit on an annualized basis. The distribution will be paid on August 19, 2022 to common unitholders of

SUNOCO LP SUNOCO FINANCE CORP. OFFER TO EXCHANGE $800,000,000 of 4.500% Senior Notes due 2030 and Related Guarantees, That Have Not Been Registered Under the Securities Act of 1933 $800,000,000 of 4.500% Senior Notes due 2030 and Related Guarantees,

Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-265113 PROSPECTUS SUNOCO LP SUNOCO FINANCE CORP. OFFER TO EXCHANGE $800,000,000 of 4.500% Senior Notes due 2030 and Related Guarantees, That Have Not Been Registered Under the Securities Act of 1933 For $800,000,000 of 4.500% Senior Notes due 2030 and Related Guarantees, That Have Been Registered Under the Securities

SUNOCO LP SUNOCO FINANCE CORP. 8111 Westchester Drive, Suite 400 Dallas, Texas 75225

SUNOCO LP SUNOCO FINANCE CORP. 8111 Westchester Drive, Suite 400 Dallas, Texas 75225 June 14, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 4628 Washington, D.C. 20549-4628 Re: Sunoco LP and Sunoco Finance Corp. Registration Statement on Form S-4, File No. 333-265113 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under

SUNOCO LP 8111 Westchester Drive, Suite 400 Dallas, Texas 75225 June 6, 2022

SUNOCO LP 8111 Westchester Drive, Suite 400 Dallas, Texas 75225 June 6, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Sunoco LP Registration Statement on Form S-4 Filed May 20, 2022 File No. 333-265113 Ladies and Gentlemen: Set forth below is the response of Sunoco LP (the ?Company?,

SUNOCO LP 8111 Westchester Drive, Suite 400 Dallas, Texas 75225 June 1, 2022

SUNOCO LP 8111 Westchester Drive, Suite 400 Dallas, Texas 75225 June 1, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Robert Babula, Staff Accountant and Gus Rodriguez, Branch Chief Re: Sunoco LP Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 18, 2022 File No.

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) SUNOCO LP SUNOCO FINANCE CORP.

As filed with the Securities and Exchange Commission on May 20, 2022

Table of Contents As filed with the Securities and Exchange Commission on May 20, 2022 Registration No.

SUNOCO LP SUNOCO FINANCE CORP. 8111 Westchester Drive, Suite 400 Dallas, Texas 75225 May 20, 2022

SUNOCO LP SUNOCO FINANCE CORP. 8111 Westchester Drive, Suite 400 Dallas, Texas 75225 May 20, 2022 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sunoco LP Registration Statement on Form S-4 Ladies and Gentlemen: In connection with the above-referenced registration statement (the ?Registration Statement?

Form of Letter to Clients*

Exhibit 99.1 SUNOCO LP SUNOCO FINANCE CORP. OFFERS TO EXCHANGE ALL OUTSTANDING UNREGISTERED 4.500% SENIOR NOTES DUE 2030 FOR REGISTERED 4.500% SENIOR NOTES DUE 2030 THE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON , 2022, UNLESS EXTENDED. To Our Clients: Enclosed for your consideration is a prospectus, dated May 20, 2022 (the ?Prospectus?), and the related Letter of

Form of Letter to Brokers*

Exhibit 99.2 SUNOCO LP SUNOCO FINANCE CORP. OFFERS TO EXCHANGE ALL OUTSTANDING UNREGISTERED 4.500% SENIOR NOTES DUE 2030 FOR REGISTERED 4.500% SENIOR NOTES DUE 2030 THE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON , 2022, UNLESS EXTENDED. To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Sunoco LP and Sunoco Finance Corp. (together, the ?Issu

Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the trustee under the indenture for the 4.500% Senior Notes due 2030*

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Consent of Cades Schutte LLP (included in Exhibit 5.3)

Exhibit 5.3 May 20, 2022 Sunoco LP Sunoco Finance Corp. 8111 Westchester Drive Suite 400 Dallas, Texas 75225 Re: $800,000,000 (Aggregate Principal Amount of 4.500% Senior Notes due 2030 and Related Guarantees (respectively, the ?Exchange Securities? and the ?Related Guarantees?) Ladies and Gentlemen: We have acted as special counsel to Aloha Petroleum, Ltd., a Hawaii corporation (the ?Hawaii Guara

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35653 SUNOCO L

List of Guarantor

Exhibit 22.1 List of Guarantor and Issuer Subsidiaries The following entities, as of March 31, 2022, were guarantors of the 6.000% senior notes due 2027, 5.875% senior notes due 2028, 4.500% senior notes due 2029, and 4.500% senior notes due 2030,each issued by Sunoco LP and Sunoco Finance Corp. Name of Entity Jurisdiction of Organization or Formation SUN Notes Aloha Petroleum LLC Delaware Guarant

Sunoco LP Announces First Quarter 2022 Financial and Operating Results and Updates 2022 Guidance

Exhibit 99.1 News Release Sunoco LP Announces First Quarter 2022 Financial and Operating Results and Updates 2022 Guidance ?Reports strong first quarter results including net income of $216 million, Adjusted EBITDA(1) of $191 million and Distributable Cash Flow, as adjusted(1) of $142 million ?Increases full year 2022 Adjusted EBITDA(1)(2) guidance to between $795 and $835 million to include recen

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 May 4, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 April 26, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Maintains Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution DALLAS, April 26, 2022 ? Sunoco LP (NYSE: SUN) (?SUN?) announced that the Board of Directors of its general partner declared a quarterly distribution for the first quarter of 2022 of $0.8255 per common unit or $3.3020 per common unit on an annualized basis. The distribution will be paid on May 19, 2022 to common unitholders of re

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 April 20, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 7, 2022 SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Second Amended and Restated Credit Agreement dated as of April 7, 2022, by and among Sunoco LP, as borrower, Bank of America N.A., as administrative agent, collateral agent swingline leader and an LC issuer and the lenders party thereto (Incorporated by reference to the current report on Form 8-K (File Number 001-35653) filed by the registrant on April 7, 2022)

Exhibit 10.1 Execution Version DEAL#: 86770WAE6 REV#: 86770WAF3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 7, 2022 among SUNOCO LP, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an LC Issuer, and The Lenders Party Hereto $1,500,000,000 Five Year Modified Revolving Credit Facility BANK OF AMERICA, N.A., BARCLAYS BANK PLC,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 March 11, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 March 11, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

List of Subsidiaries of the Registrant *

Exhibit 21.1 List of Subsidiaries 1.Aloha Petroleum LLC, a Delaware limited liability company 2.Aloha Petroleum, Ltd., a Hawaii corporation 3.Quick Stuff of Texas, Inc., a Texas corporation 4.SSP BevCo I, LLC, a Texas limited liability company 5.SSP BevCo II, LLC, a Texas limited liability company 6.SSP Beverage, LLC, a Texas limited liability company 7.Stripes Acquisition LLC, a Texas limited lia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35653 SUNOCO LP (Ex

Sunoco LP Announces Fourth Quarter and Full Year 2021 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Announces Fourth Quarter and Full Year 2021 Financial and Operating Results ?Reports strong fourth quarter results including net income of $100 million, Adjusted EBITDA(1) of $198 million and Distributable Cash Flow, as adjusted(1) of $143 million ?Achieves $524 million of full year 2021 net income and generates record full year 2021 Adjusted EBITDA(1) of $754 m

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 February 16, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

SUN / Sunoco LP / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Sunoco LP (Name of Issuer) Partnership Interest (Title of Class of Securities) 86765K109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 January 26, 2022 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Maintains Quarterly Distribution 4Q 2021 Earnings Release and Earnings Call Dates Announced

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution 4Q 2021 Earnings Release and Earnings Call Dates Announced DALLAS, January 26, 2022 ? Sunoco LP (NYSE: SUN) (?SUN?) announced that the Board of Directors of its general partner declared a quarterly distribution for the fourth quarter of 2021 of $0.8255 per common unit or $3.3020 per common unit on an annualized basis. The distrib

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 31, 2021 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Regulation FD Disclosure

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 6, 2021 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2021 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35653 SUNOCO LP (Exac

Sunoco LP Announces Third Quarter 2021 Financial and Operating Results

Exhibit 99.1 News Release Sunoco LP Announces Third Quarter 2021 Financial and Operating Results ?Reports strong third quarter results generating net income of $104 million, Adjusted EBITDA(1) of $198 million and Distributable Cash Flow, as adjusted(1) of $146 million ?Reaffirms full-year 2021 Adjusted EBITDA(1)(2) guidance of $725 to $765 million ?Completed the acquisition of eight refined produc

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 3, 2021 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Sunoco LP Maintains Quarterly Distribution

Exhibit 99.1 News Release Sunoco LP Maintains Quarterly Distribution DALLAS, October 25, 2021 ? Sunoco LP (NYSE: SUN) (?SUN?) announced that the Board of Directors of its general partner declared a quarterly distribution for the third quarter of 2021 of $0.8255 per common unit or $3.3020 per common unit on an annualized basis. The distribution will be paid on November 19, 2021 to common unitholder

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 October 25, 2021 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

2

Exhibit 99.1 Sunoco LP Announces Early Tender Results of Conditional Cash Tender Offer and Consent Solicitation for Any and All of its 5.500% Senior Notes Maturing in 2026 and Receipt of Requisite Consents October 20, 2021 DALLAS, October 20, 2021 ? Sunoco LP (?Sunoco?) (NYSE: SUN), today announced the early tender results as of 5:00 p.m., New York City time, on October 19, 2021 (the ?Early Tender

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 20, 2021 Date of Report (Date of earliest event reported) SUNOCO LP (Exact name of registrant as specified in its charter) Delaware 001-35653 30-0740483 (State or other jurisdiction of incorporation) (Commission File Number)