Sunoco LP

Liquidity

Our principal liquidity requirements are to finance current operations, to fund capital expenditures, including acquisitions from time to time, to service our debt and to make distributions. We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our Credit Facility and the issuance of additional long-term debt or partnership units as appropriate given market conditions. We expect that these sources of funds will be adequate to provide for our short-term and long-term liquidity needs.

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures and acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations and additional covenants and operating restrictions. In addition, any of the risks described or referenced under the heading “Item 1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 may also significantly impact our liquidity.

As of June 30, 2025, wehad$116 million of cash and cash equivalents on hand and borrowing capacity of$1.24 billion on our Credit Facility. The Partnership was in compliance with all financial covenants at June 30, 2025. Based on our current estimates, we expect to utilize capacity under the Credit Facility, along with cash from operations, to fund our announced growth capital expenditures and working capital needs for 2025; however, we may issue debt or equity securities as we deem prudent to provide liquidity for new capital projects or other partnership purposes.

Cash Flows

Our cash flows may change in the future due to a number of factors, some of which we cannot control. These factors include regulatory changes, the price of products and services, the demand for such products and services, margin requirements resulting from significant changes in commodity prices, operational risks, the successful integration of our acquisitions and other factors.

Operating Activities

Changes in cash flows from operating activities between periods primarily result from changes in earnings, excluding the impacts of non-cash items and changes in operating assets and liabilities (net of effects of acquisitions and divestitures). Non-cash items include recurring non-cash expenses, such as depreciation, amortization and accretion expense and non-cash unit-based compensation expense. Cash flows from operating activities also differ from earnings as a result of non-cash charges that may not be recurring, such as impairment charges. Our daily working capital requirements fluctuate within each month, primarily in response to the timing of payments for motor fuels, motor fuels tax and rent.

Six months ended June 30, 2025 compared to six months ended June 30, 2024. Net cash provided by operating activities during 2025 was $399 million compared to $216 million for 2024, and net income was $293 million for 2025 and $731 million for 2024. The difference between net income and net cash provided by operating activities for the six months ended June 30, 2025 primarily consisted of net changes in operating assets and liabilities of $296 million, non-cash items totaling $285 million. Net income also included equity in earnings of unconsolidated affiliates of $63 million and $4 million in 2025 and 2024, respectively, while cash provided by operating activities included cash distributions received from unconsolidated affiliates that are deemed to be paid from cumulative earnings, which distributions were $117 million in 2025.

The non-cash activity in 2025 and 2024 consisted primarily of depreciation, amortization and accretion of $310 million and $121 million, respectively, non-cash unit-based compensation expense of $9 million and $8 million, respectively, favorable inventory valuation adjustments of $21 million and $98 million, respectively, loss on extinguishment of debt of $19 million and$2 million, respectively, loss on disposal of assets and impairment charges of $1 million and $54 million, respectively, amortization of deferred financing fees of $8 million and $6 million, respectively, and deferred income tax benefit of $6 million and $64 million, respectively.

Investing Activities

Cash flows from investing activities primarily consist of capital expenditures, cash contributions to unconsolidated affiliates, cash amounts paid for acquisitions and cash proceeds from the sale or disposal of assets. Changes in capital expenditures between periods primarily result from increases or decreases in our growth capital expenditures to fund our construction and expansion projects.

Six months ended June 30, 2025 compared to six months ended June 30, 2024. Net cash used in investing activities during 2025 was $350 million compared to net cash provided by investing activities of $727 million in 2024. Capital expenditures for 2025 were $261 million compared to $111 million for 2024. In 2025, we paid $104 million in cash for the acquisitions of fuel equipment, motor fuel inventory, supply agreements and fuel distribution consignment sites. In 2024, we paid $185 million in cash for the acquisition of Zenith European terminals, received $27 million in cash from the NuStar Acquisition and received $990 million in cash proceeds from the West Texas Sale. Proceeds from disposal of property, plant and equipment were $8 million and $2 million for 2025 and 2024, respectively.

In 2025, we paid $40 million in cash contributions to unconsolidated affiliates. Distributions from unconsolidated affiliates in excess of cumulative earnings were $47 million and $4 million for 2025 and 2024, respectively.

Financing Activities

Changes in cash flows from financing activities between periods primarily result from changes in the levels of borrowings and equity issuances, which are primarily used to fund our acquisitions and growth capital expenditures. Distributions increase between the periods based on increases in the number of common units outstanding or increases in the distribution rate.

Six months ended June 30, 2025 compared to six months ended June 30, 2024. Net cash used in financing activities during 2025 was $27 million compared to $746 million in 2024.

During the six months ended June 30, 2025, we:

•borrowed $1.00 billion and repaid $620 million in senior notes;

•borrowed $1.54 billion and repaid $1.53 billion under the Credit Facility;

•repurchased $75 million principal amount of Series 2011 GoZone Bonds;

•paid$13 million in loan origination costs; and

•paid $322 million in distributions to our unitholders, of which $127 million was paid to Energy Transfer.

During the six months ended June 30, 2024, we:

•borrowed$1.50 billion and repaid $405 million in senior notes;

•borrowed $1.24 billion and repaid $2.02 billion under the Credit Facility;

•paid$19 million in loan origination costs;

•redeemed$784 million of preferred units;

•paid $249 million in distributions to our unitholders, of which $104 million was paid to Energy Transfer; and

•paid $8 million in distributions to noncontrolling interests.

We intend to pay cash distributions to the holders of our common units and Class C units representing limited partner interests in the Partnership on a quarterly basis, to the extent we have sufficient cash from our operations after establishment of cash reserves and payment of fees and expenses, including payments to our General Partner and its affiliates. Class C unitholders receive distributions at a fixed rate equal to $0.8682 per quarter for each Class C unit outstanding. There is no guarantee that we will pay a distribution on our units. In July 2025, we declared a quarterly distribution of $0.9088 per common unit, which will result in the payment of approximately $124 million to common unitholders and $41 million to the IDR holders. The declared distribution will be paid on August 19, 2025 to unitholders of record on August 8, 2025.

Capital Expenditures

For the six months ended June 30, 2025, total capital expendit ures on an accrual basis were $261 million, which included $195 million for growth capital and $66 million for maintenance capital. This includes the Partnership's proportionate share ofcapital expenditures related to its investments in ET-S Permian and J.C. Nolan of $33 million for growth capital and $4 million for maintenance capital.

We currently expect to spend appro ximately $150 million in maintenance capital expenditures and at least $400 million in growth capital for the full year 2025. These amounts include the Partnership's proportionate share for joint ventures.