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Sunoco LP

For the period ended Sep 30, 2026. Filed Nov 5, 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.

Sep 30, 2026 · Filed Nov 5, 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 EndedSeptember 30,Nine Months EndedSeptember 30,
20262025Change20262025Change
Segment Adjusted EBITDA:
Fuel Distribution$523$232$291$1,556$658$898
Pipeline Systems166182(16)5355314
Terminals1227547342212130
Refinery238—238456—456
Adjusted EBITDA (consolidated)$1,049$489$560$2,889$1,401$1,488
Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
20262025Change20262025Change
Reconciliation of net income to Adjusted EBITDA:
Net income$499$137$362$1,426$430$996
Depreciation, amortization and accretion280159121848469379
Interest expense, net19713166602375227
Non-cash unit-based compensation expense75220146
Loss on disposal of assets and impairment charges10371248
Loss on extinguishment of debt112(11)231(29)
Unrealized (gains) losses on commodity derivatives(57)15(72)(7)7(14)
Inventory valuation adjustments(19)(10)(9)(445)(31)(414)
Equity in earnings of unconsolidated affiliates(31)(40)9(120)(103)(17)
Adjusted EBITDA related to unconsolidated affiliates5658(2)20015941
Other non-cash adjustments—8(8)13130101
Income tax expense106119522016204
Adjusted EBITDA (consolidated)$1,049$489$560$2,889$1,401$1,488

Net Income. For the three and nine months ended September 30, 2026 compared to the same periods last year, net income increased by $362 million and $996 million, or approximately 264% and 232%, respectively, primarily due to higher Segment Adjusted EBITDA from our fuel distribution, terminals and refinery 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 and nine months ended September 30, 2026 compared to the same periods 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 and nine months ended September 30, 2026 compared to the same periods last year is available below and in “Segment Operating Results.”

Depreciation, Amortization and Accretion. For thethree and nine months ended September 30, 2026 compared to the same periods 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 and nine months ended September 30, 2026 compared to the same periods last year, interest expense increased primarily due to an increase in average total long-term debt, including debt assumed in the Parkland Acquisition.

Loss on Extinguishment of Debt. For the three and nine months ended September 30, 2025, loss on extinguishment of debt was primarily due to the termination of bridge financing related to 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 September 30, 2026 and 2025, the Partnership's cost of sales included favorable inventory valuation adjustments of $19 million and $10 million, respectively, which increased net income. For the nine months ended September 30, 2026 and 2025, the Partnership’s cost of sales included favorable inventory valuation adjustments of $445 million and $31 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. For the three and nine months ended September 30, 2026 compared to the same periods last year, income tax expense increased primarily due to increased corporate earnings from recent acquisitions. Some of the recent acquisitions have subsidiaries that operate in foreign jurisdictions where those subsidiaries are subject to statutory income tax rates that are higher than the U.S. federal corporate income tax rate. Additionally, the income tax expense from those recent acquisitions was further increased due to the non-deductibility of a portion of foreign currency exchange losses in certain Canadian subsidiaries and losses incurred in certain foreign subsidiaries that operate in foreign jurisdictions that do not impose a corporate income tax.

Supplemental Information on Unconsolidated Affiliates

The following table presents financial information related to unconsolidated affiliates:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
20262025Change20262025Change
Equity in earnings (losses) of unconsolidated affiliates:
J.C. Nolan$3$2$1$6$5$1
ET-S Permian2538(13)104986
SARA2—25—5
Isla2—27—7
Other(1)—(1)(2)—(2)
Total$31$40$(9)$120$103$17
Adjusted EBITDA related to unconsolidated affiliates(1):
J.C. Nolan$3$3$—$10$9$1
ET-S Permian4255(13)1541504
SARA5—516—16
Isla5—517—17
Other1—13—3
Total$56$58$(2)$200$159$41
Distributions received from unconsolidated affiliates:
J.C. Nolan$2$2$—$8$7$1
ET-S Permian4449(5)152208(56)
SARA———8—8
Isla3—37—7
Other——————
Total$49$51$(2)$175$215$(40)

(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 EndedSeptember 30,Nine Months EndedSeptember 30,
20262025Change20262025Change
Fuel Distribution segment profit$924$329$595$3,051$952$2,099
Pipeline Systems segment profit185189(4)56454618
Terminals segment profit20812880633370263
Refinery segment profit243—243465—465
Total segment profit1,5606469144,7131,8682,845
Depreciation, amortization and accretion, excluding corporate and other279159120844468376
Gross profit$1,281$487$794$3,869$1,400$2,469

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 EndedSeptember 30, · Nine Months EndedSeptember 30,
2026 · 2025 · Change · 2026 · 2025 · Change
Motor fuel gallons sold (millions)4,1972,2951,90212,1186,5705,548
Motor fuel profit cents per gallon (1)16.8¢10.7¢6.1¢16.9¢10.9¢6.0¢
Fuel profit$723$254$469$2,453$742$1,711
Non-fuel profit15444110469120349
Lease profit4731161299039
Fuel Distribution segment profit$924$329$595$3,051$952$2,099
Unrealized (gains) losses on commodity risk management activities(55)15(70)(5)7(12)
Expenses, excluding non-cash unit-based compensation expense (2)(365)(110)(255)(1,183)(302)(881)
Adjusted EBITDA related to unconsolidated affiliates6—620—20
Inventory valuation adjustments(19)(9)(10)(399)(27)(372)
Other32725722844
Segment Adjusted EBITDA$523$232$291$1,556$658$898

(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 and nine months ended September 30, 2026 compared to the same periods last year, volumes increased primarily due to the Parkland Acquisition.

Segment Adjusted EBITDA. For the three months ended September 30, 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 $515 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; and

an increase of $6 million in Adjusted EBITDA related to unconsolidated affiliates due to investments acquired in the Parkland Acquisition; partially offset by

an increase of $255 million in expenses primarily due to the Parkland Acquisition.

For the nine months ended September 30, 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 $1.72 billion 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 first quarter of the current year; and

an increase of $20 million in Adjusted EBITDA related to unconsolidated affiliates due to investments acquired in the Parkland Acquisition; partially offset by

an increase of $881 million in expenses primarily due to the Parkland Acquisition.

Pipeline Systems

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
20262025Change20262025Change
Pipelines throughput (thousand barrels per day)1,3331,296371,3231,26261
Pipeline Systems segment profit$185$189$(4)$564$546$18
Expenses, excluding non-cash unit-based compensation expense (1)(64)(65)1(193)(174)(19)
Adjusted EBITDA related to unconsolidated affiliates4558(13)1641595
Segment Adjusted EBITDA$166$182$(16)$535$531$4

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

Volumes. For the three and nine months ended September 30, 2026 compared to the same periods last year, the increase in throughput volumes reflected the impact of modest growth across most pipeline systems.

Segment Adjusted EBITDA. For the three months ended September 30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment decreased due to the net impact of the following:

a decrease of $4 million in segment profit primarily due to prior period contract deficiency payments; and

a decrease of $13 million in Adjusted EBITDA related to ET-S Permian; partially offset by

a decrease of $1 million in expenses primarily due to lower maintenance costs and repairs.

For the nine months ended September 30, 2026 compared to the same period last year, Segment Adjusted EBITDA related to our Pipeline Systems segment incre ased due to the net impact of the following:

an increase of $18 million in segment profit primarily due to increased throughput driven by modest growth, along with a regulatory order impacting prior period rates; and

an increase of $5 million in Adjusted EBITDA related to ET-S Permian; partially offset by

an increase of $19 million in expenses primarily due to higher maintenance costs, utility costs and corporate allocations.

Terminals

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
20262025Change20262025Change
Throughput (thousand barrels per day)1,0406833571,045668377
Terminals segment profit$208$128$80$633$370$263
Expenses, excluding non-cash unit-based compensation expense (1)(86)(52)(34)(247)(154)(93)
Inventory valuation adjustments—(1)1(44)(4)(40)
Segment Adjusted EBITDA$122$75$47$342$212$130

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

Volumes. For the three and nine months ended September 30, 2026 compared to the same periods last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three months ended September 30, 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:

an increase of $81 million in segment profit (excluding inventory valuation adjustments) primarily due to the acquisitions of Parkland and TanQuid, as well as improvement in our transmix business performance; partially offset by

an increase of $34 million in expenses primarily due to the acquisitions of Parkland and TanQuid.

For the nine months ended September 30, 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:

an increase of $223 million in segment profit (excluding inventory valuation adjustments) primarily due to the acquisitions of Parkland and TanQuid, as well as improvement in our transmix business performance; partially offset by

an increase of $93 million in expenses primarily due to the acquisitions of Parkland and TanQuid.

Refinery

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
20262025Change20262025Change
Crude utilization99%—%99%78%—%78%
Composite utilization105%—%105%83%—%83%
Crude throughput (thousand barrels per day)54—5443—43
Bio-feedstock throughput (thousand barrels per day)3—32—2
Refinery segment profit (1)$243$—$243$465$—$465
Unrealized gains on commodity risk management activities(2)—(2)(2)—(2)
Expenses, excluding non-cash unit-based compensation expense (2)(8)—(8)(21)—(21)
Adjusted EBITDA related to unconsolidated affiliates5—516—16
Inventory valuation adjustments———(2)—(2)
Segment Adjusted EBITDA$238$—$238$456$—$456

(1)Includes $47 million and $158 million of production costs, supply and logistics, and terminal operating costs for the three and nine months ended September 30, 2026, respectively.

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

Volumes. For the three and nine months ended September 30, 2026 compared to the same periods last year, volumes increased due to recently acquired assets.

Segment Adjusted EBITDA. For the three and nine months ended September 30, 2026 compared to the same periods last year, Segment Adjusted EBITDA related to our Refinery segment increased due to the Parkland Acquisition.

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