Sunoco LP

Amended and Restated Agreement of Limited Partnership

On February 12, 2025, our Board of Directors amended and restated our First Amended and Restated Agreement of Limited Partnership (as amended and restated, the “Second Amended and Restated LPA”), effective February 12, 2025. The Second Amended and Restated LPA (i) amended the definition of “Conflicts Committee” to replace a reference to Susser Holdings Corporation, the former ultimate publicly traded owner of our General Partner that, upon its acquisition by a predecessor of Energy Transfer in 2014, ceased to exist as a public company, with a general reference to publicly traded affiliates of our General Partner, to preserve the original intention of the First Amended and Restated Agreement of Limited Partnership, and (ii) incorporated previously adopted amendments to the First Amended and Restated Agreement of Limited Partnership. The foregoing description of the terms of the Second Amended and Restated LPA does not purport to be complete and is qualified in its entirety by reference to the Second Amended and Restated LPA, a copy of which is filed as Exhibit 3.2 to this Annual Report on Form 10-K and which is incorporated herein by reference.