Sunoco LP
For the period ended Mar 31, 2026. Filed May 7, 2026.
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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.
Mar 31, 2026 · Filed May 7, 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: March 31, 2026
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)
| Delaware | 30-0740483 |
|---|---|
| (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 class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Units Representing Limited Partner Interests | SUN | New 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 filer | ý | Accelerated 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 136,894,754 common units,16,410,780 Class C units and 51,517,198 Class D units, each representing limited partner interests, outstanding as of May 1, 2026.
FORM 10-Q
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | |
|---|---|
| Item 1. Financial Statements | 4 |
| Consolidated Balance Sheets | 4 |
| Consolidated Statements of Operations | 5 |
| Consolidated Statements of Comprehensive Income | 6 |
| Consolidated Statements of Equity | 7 |
| Consolidated Statements of Cash Flows | 8 |
| Notes to Consolidated Financial Statements | 9 |
| 1. Organization and Principles of Consolidation | 9 |
| 2. Summary of Significant Accounting Policies | 9 |
| 3. Acquisitions | 10 |
| 4. Cash and Cash Equivalents | 11 |
| 5. Accounts Receivable, net | 11 |
| 6. Inventories, net | 11 |
| 7. Investments in Unconsolidated Affiliates | 12 |
| 8. Accrued Expenses and Other Current Liabilities | 13 |
| 9. Debt Obligations | 14 |
| 10. Other Non-Current Liabilities | 15 |
| 11. Related Party Transactions | 16 |
| 12. Revenue | 16 |
| 13. Commitments and Contingencies | 17 |
| 14. Equity | 18 |
| 15. Segment Reporting | 19 |
| 16. Net Income per Common Unit | 22 |
| 17. Derivatives | 22 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 |
| Recent Developments | 25 |
| Results of Operations | 28 |
| Liquidity and Capital Resources | 32 |
| Description of Indebtedness | 35 |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk | 37 |
| Item 4. Controls and Procedures | 37 |
| PART II - OTHER INFORMATION | |
| Item 1. Legal Proceedings | 38 |
| Item 1A. Risk Factors | 38 |
| Item 6. Exhibits | 38 |
| SIGNATURE | 40 |
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:
| AOCI | accumulated other comprehensive income (loss) |
|---|---|
| Burnaby Refinery | refinery located in Burnaby, British Columbia owned and operated by the Partnership, which was acquired in the Parkland Acquisition |
| Credit Facility | Sunoco LP's $2.50 billion revolving credit facility, which matures in June 2030 |
| Energy Transfer | Energy Transfer LP (NYSE: ET) |
| ET-S Permian | ET-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 Act | Securities Exchange Act of 1934, as amended |
| FERC | United States Federal Energy Regulatory Commission |
| GAAP | accounting principles generally accepted in the United States of America |
| General Partner | Sunoco GP LLC, the general partner of Sunoco LP |
| IDRs | incentive distribution rights |
| Isla | Isla Dominicana de Petroleo Corporation |
| J.C. Nolan | collectively, 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 |
| LIFO | last-in, first-out |
| NuStar | NuStar Energy L.P. |
| NuStar Acquisition | acquisition of NuStar completed on May 3, 2024 |
| NuStar Logistics | NuStar Logistics L.P., a wholly owned subsidiary acquired in the NuStar Acquisition |
| NYSE | New York Stock Exchange |
| Parkland | Parkland Corporation, a subsidiary of the Partnership acquired on October 31, 2025 |
| Parkland Acquisition | Sunoco's acquisition of Parkland completed on October 31, 2025 |
| Partnership Agreement | Sunoco's Third Amended and Restated Agreement of Limited Partnership, as amended to date |
| SARA | Societe Anonyme de la Raffinerie des Antilles refinery |
| SEC | Securities and Exchange Commission |
| Series A Preferred Units | 7.875% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units |
| Sunoco Retail | Sunoco Retail LLC, a wholly owned corporate subsidiary of Sunoco LP |
| SunocoCorp | SunocoCorp LLC, a Delaware limited liability company (NYSE: SUNC), an affiliate which owns all of the Partnership's outstanding Class D Units. |
| TanQuid | TanQuid GmbH & Co. KG, a subsidiary of the Partnership acquired on January 16, 2026 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.