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Sunoco LP

For the period ended Mar 31, 2026. Filed May 7, 2026.

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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.

Mar 31, 2026 · Filed May 7, 2026

SUN$62.70+1.6%Stored close · as of Nov 9, 2026

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Item 2. Results of Operations

Results of Operations

Consolidated Results

Three Months Ended March 31,
20262025Change
Segment Adjusted EBITDA:
Fuel Distribution$529$220$309
Pipeline Systems1791727
Terminals1076641
Refinery43—43
Adjusted EBITDA (consolidated)$858$458$400
Three Months Ended March 31,
20262025Change
Reconciliation of net income to Adjusted EBITDA:
Net income$644$207$437
Depreciation, amortization and accretion286156130
Interest expense, net20112180
Non-cash unit-based compensation expense642
(Gain) loss on disposal of assets and impairment charges(1)3(4)
Loss on extinguishment of debt12(1)
Unrealized (gains) losses on commodity derivatives56(1)57
Inventory valuation adjustments(444)(61)(383)
Equity in earnings of unconsolidated affiliates(42)(32)(10)
Adjusted EBITDA related to unconsolidated affiliates695019
Other non-cash adjustments471136
Income tax expense (benefit)35(2)37
Adjusted EBITDA (consolidated)$858$458$400

Net Income. For the three months ended March 31, 2026 compared to the same period last year, net income increased by $437 million, or approximately 211%, primarily due to higher Segment Adjusted EBITDA from multiple segments, with the most significant increases driven by the Parkland Acquisition and other acquisitions; these increases were partially offset by increases in depreciation, amortization and accretion and interest expense. These increases and decreases are discussed further below.

Adjusted EBITDA (consolidated). For the three months ended March 31, 2026 compared to the same period last year, Adjusted EBITDA increased primarily due to the Parkland Acquisition and other acquisitions.

Additional information on changes impacting net income and comprehensive income (loss) and Adjusted EBITDA for the three months ended March 31, 2026 compared to the same period last year is available below and in “Segment Operating Results.”

Depreciation, Amortization and Accretion. For the three months ended March 31, 2026 compared to the same period last year, depreciation, amortization and accretion increased primarily due to additional depreciation and amortization from assets recently placed in service and from recent acquisitions.

Interest Expense, net. For the three months ended March 31, 2026 compared to the same period last year, interest expense increased primarily due to an increase in average total long-term debt, including debt assumed in the Parkland Acquisition.

Unreal ized (Gains) Losses on Commodity Derivatives. The unrealized gains and losses on our commodity derivatives represent the changes in fair value of our commodity derivatives. The change in unrealized gains and losses between periods is impacted by the notional amounts and commodity price changes on our commodity derivatives. Additional information on commodity derivatives is included in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” below.

Inventory Valuation Adjustments. Inventory valuation adjustments represent changes in lower of cost or market reserves using the LIFO method on the Partnership’s inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period. For the three months ended March 31, 2026 and 2025, the Partnership's cost of sales included favorable LIFO inventory valuation adjustments of $444 million and $61 million, respectively, which increased net income.

Adjusted EBITDA Related to Unconsolidated Affiliates and Equity in Earnings of Unconsolidated Affiliates. See additional information in “Supplemental Information on Unconsolidated Affiliates” and “Segment Operating Results.”

Income Tax Expense (Benefit). For the three months ended March 31, 2026 compared to the same period last year, income tax expense increased primarily due to increased corporate earnings from recent acquisitions.

Supplemental Information on Unconsolidated Affiliates

The following table presents financial information related to unconsolidated affiliates:

Three Months Ended March 31,
20262025Change
Equity in earnings of unconsolidated affiliates
J.C. Nolan$2$2$—
ET-S Permian37307
SARA1—1
Isla3—3
Other(1)—(1)
Total equity in earnings of unconsolidated affiliates$42$32$10
Adjusted EBITDA related to unconsolidated affiliates(1):
J.C. Nolan$3$3$—
ET-S Permian53476
SARA5—5
Isla6—6
Other2—2
Total Adjusted EBITDA related to unconsolidated affiliates$69$50$19
Distributions received from unconsolidated affiliates:
J.C. Nolan$3$2$1
ET-S Permian56116(60)
SARA———
Isla2—2
Other———
Total distributions received from unconsolidated affiliates$61$118$(57)

(1)These amounts represent our proportionate share of the Adjusted EBITDA of our unconsolidated affiliates and are based on our equity in earnings or losses of our unconsolidated affiliates adjusted for our proportionate share of the unconsolidated affiliates’ interest, depreciation, amortization, accretion, non-cash items and taxes.

Segment Operating Results

We evaluate segment performance based on Segment Adjusted EBITDA, which we believe is an important performance measure of the core profitability of our operations. This measure represents the basis of our internal financial reporting and is one of the performance measures used by senior management in deciding how to allocate capital resources among business segments.

The following tables identify the components of Segment Adjusted EBITDA, which is calculated as follows:

Segment profit, operating expensesand selling, general and administrative expenses. These amounts represent the amounts included in our consolidated financial statements that are attributable to each segment.

Adjusted EBITDA related to unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Segment Adjusted EBITDA, such as interest, taxes, depreciation, amortization, accretion and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates.

The following analysis of segment operating results includes a measure of segment profit. Segment profit is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment profit is similar to the GAAP measure of gross profit, except that segment profit excludes charges for depreciation, amortization and accretion. The most directly comparable measure to segment profit is gross profit.

The following table presents a reconciliation of segment profit to gross profit:

Three Months Ended March 31,
20262025Change
Fuel Distribution segment profit$1,236$361$875
Pipeline Systems segment profit18417410
Terminals segment profit225118107
Refinery segment profit44—44
Total segment profit1,6896531,036
Depreciation, amortization and accretion, excluding corporate and other284156128
Gross profit$1,405$497$908

In addition, for the Fuel Distribution segment, the following section includes information on the components of segment profit by sales type, which components are included in order to provide additional disaggregated information to facilitate the analysis of segment profit and Segment Adjusted EBITDA. These components of segment profit are calculated consistent with the calculation of segment profit; therefore, these components also exclude charges for depreciation, amortization and accretion.

Fuel Distribution

Three Months Ended March 31,
2026 · 2025 · Change
Motor fuel gallons sold (millions)3,7962,0871,709
Motor fuel profit cents per gallon (1)17.0¢11.5¢(11.3)¢
Fuel profit$1,044$297$747
Non-fuel profit15335118
Lease profit392910
Fuel Distribution segment profit$1,236$361$875
Unrealized (gains) losses on commodity risk management activities54(1)55
Expenses, excluding non-cash unit-based compensation expense (2)(391)(92)(299)
Adjusted EBITDA related to unconsolidated affiliates8—8
Inventory valuation adjustments(398)(58)(340)
Other201010
Segment Adjusted EBITDA$529$220$309

(1)Excludes the impact of inventory valuation adjustments consistent with the definition of Adjusted EBITDA.

(2)Includes operating expenses, general and administrative and lease expense.

Volumes. For the three months ended March 31, 2026 compared to the same period last year, volumes increased primarily due to the Parkland Acquisition.

Segment Adjusted EBITDA. For the three months ended March 31, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Fuel Distribution segment increased due to the net impact of the following:

an increase of $590 million in segment profit (excluding unrealized gains and losses on commodity risk management activities and inventory valuation adjustments) primarily due to the Parkland Acquisition and other acquisitions, as well as a favorable impact from a one-time gain on sale of inventory in the current period; and

an increase of $8 million in Adjusted EBITDA related to unconsolidated affiliates from the Parkland Acquisition; partially offset by

an increase of $299 million in expenses primarily due to the Parkland Acquisition.

Pipeline Systems

Three Months Ended March 31,
20262025Change
Pipelines throughput (thousand barrels per day)1,2911,25833
Pipeline Systems segment profit$184$174$10
Expenses, excluding non-cash unit-based compensation expense (1)(61)(53)(8)
Adjusted EBITDA related to unconsolidated affiliates56506
Other—1(1)
Segment Adjusted EBITDA$179$172$7

(1)Includes operating expenses, general and administrative and lease expense.

Volumes. For the three months ended March 31, 2026 compared to the same period last year, the increase in throughput volumes reflected the impact of refinery turnarounds in the prior period and overall increased market demand in 2026.

Segment Adjusted EBITDA. For the three months ended March 31, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment increased due to the net impact of the following:

a $10 million increase in segment profit primarily due to refinery turnarounds and contract expirations in the prior period, improved butane blending, and overall increased market demand; and

a $6 million increase in Adjusted EBITDA related to ET-S Permian; partially offset by

an $8 million increase in expenses primarily due to higher utility costs, maintenance costs and corporate allocations.

Terminals

Three Months Ended March 31,
20262025Change
Throughput (thousand barrels per day)1,013620393
Terminals segment profit$225$118$107
Expenses, excluding non-cash unit-based compensation expense (1)(74)(49)(25)
Inventory valuation adjustments(44)(3)(41)
Segment Adjusted EBITDA$107$66$41

(1)Includes operating expenses, general and administrative and lease expense.

Volumes. For the three months ended March 31, 2026 compared to the same period last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three months ended March 31, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Terminals segment increased due to the net impact of the following:

a $66 million increase in segment profit (excluding inventory valuation adjustments) primarily due to the acquisitions of Parkland and TanQuid; partially offset by

a $25 million increase in expenses primarily due to the acquisitions of Parkland and TanQuid.

Refinery

Three Months Ended March 31,
20262025Change
Crude utilization38%—38%
Composite utilization40%—40%
Crude throughput (thousand barrels per day)21—21
Bio-feedstock throughput (thousand barrels per day)1—1
Refinery segment profit (1)$44$—$44
Unrealized losses on commodity risk management activities2—2
Expenses, excluding non-cash unit-based compensation expense (2)(6)—(6)
Adjusted EBITDA related to unconsolidated affiliates5—5
Inventory valuation adjustments(2)—(2)
Segment Adjusted EBITDA$43$—$43

(1)Refinery segment profit includes $61 million of production costs, supply and logistics, and terminal operating costs for the three months ended March 31, 2026.

(2)Includes operating expenses, general and administrative and lease expense.

Volumes. For the three months ended March 31, 2026 compared to the same period last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three months ended March 31, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Refinery segment increased due to the Parkland Acquisition.

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