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Sunoco LP

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

SUN$61.73+0.0%Stored close · as of Nov 6, 2026
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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, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-35653

(Exact name of registrant as specified in its charter)

Delaware30-0740483
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)

8111 Westchester Drive, Suite 400, Dallas, Texas 75225

(Address of principal executive offices, including zip code)

(214)981-0700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Units Representing Limited Partner InterestsSUNNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerýAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging Growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes☐ Noý

The registrant had 136,613,044 common units,16,410,780 Class C units and 51,517,198 Class D units, each representing limited partner interests, outstanding as of October 31, 2025.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements4
Consolidated Balance Sheets4
Consolidated Statements of Operations5
Consolidated Statements of Comprehensive Income6
Consolidated Statements of Equity7
Consolidated Statements of Cash Flows8
Notes to Consolidated Financial Statements9
1. Organization and Principles of Consolidation9
2. Summary of Significant Accounting Policies9
3. Acquisitions10
4. Cash and Cash Equivalents11
5. Accounts Receivable, net11
6. Inventories, net11
7. Investments in Unconsolidated Affiliates12
8. Accrued Expenses and Other Current Liabilities12
9. Debt Obligations13
10. Other Non-Current Liabilities15
11. Related Party Transactions15
12. Revenue16
13. Commitments and Contingencies17
14. Preferred Units18
15. Equity18
16. Segment Reporting19
17. Net Income (Loss) per Common Unit22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Recent Developments24
Results of Operations27
Liquidity and Capital Resources32
Description of Indebtedness34
Item 3. Quantitative and Qualitative Disclosures about Market Risk36
Item 4. Controls and Procedures36
PART II - OTHER INFORMATION
Item 1. Legal Proceedings37
Item 1A. Risk Factors37
Item 6. Exhibits39
SIGNATURE42

Definitions

References to the “Partnership,” “Sunoco,” “we,” “us” and “our” refer to Sunoco LP and its consolidated subsidiaries. In addition, the following is a list of certain acronyms and terms used throughout this document:

AOCIaccumulated other comprehensive income (loss)
Credit FacilitySunoco LP's $1.50 billion revolving credit facility, which matures in June 2030
Energy TransferEnergy Transfer LP
ET-S PermianET-S Permian Holdings Company LP, a joint venture between Sunoco LP and Energy Transfer, which owns crude oil and water gathering pipelines and storage assets in the Permian Basin
Exchange ActSecurities Exchange Act of 1934, as amended
GAAPaccounting principles generally accepted in the United States of America
General PartnerSunoco GP LLC, the general partner of Sunoco LP
IDRsincentive distribution rights
J.C. Nolancollectively, J.C. Nolan Terminal Co., LLC and J.C. Nolan Pipeline Co., LLC, both of which are joint ventures between Sunoco LP and Energy Transfer, which own a diesel fuel storage terminal in Midland, Texas and a 500-mile diesel fuel pipeline
LIFOlast-in, first-out
NuStarNuStar Energy L.P.
NuStar Acquisitionacquisition of NuStar completed on May 3, 2024
NuStar LogisticsNuStar Logistics L.P., a wholly owned subsidiary acquired in the NuStar Acquisition
ParklandParkland Corporation
SECSecurities and Exchange Commission
Series A Preferred Units7.875% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units
SunocoCorpSunocoCorp LLC, a Delaware limited liability company
TanQuidTanQuid GmbH & Co. KG
West Texas Salesale of 204 convenience stores in West Texas, New Mexico and Oklahoma completed on April 16, 2024
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.