8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 26, 2026

Date of Report (Date of earliest event reported)

SUNOCO LP

(Exact name of registrant as specified in its charter)

Delaware	001-35653	30-0740483
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

8111 Westchester Drive, Suite 400

Dallas, TX 75225

(Address of principal executive offices, including zip code)

(214) 981-0700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Units Representing Limited Partner Interests	SUN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01	Regulation FD Disclosure.

On February 26, 2026, Sunoco LP (the “Partnership”) issued a press release announcing the pricing of the previously announced private offering of senior notes (the “Notes Offering”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.

Also on February 26, 2026, the Partnership issued notices of redemption with respect to NuStar Logistics, L.P.’s 6.000% senior notes due 2026 (the “NuStar 2026 Notes”) and the Partnership’s 6.000% senior notes due 2027 (the “Sunoco 2027 Notes”). The Partnership gave holders of the NuStar 2026 Notes and the Sunoco 2027 Notes notice that on March 9, 2026 and March 30, 2026, respectively, the Partnership will redeem all of the outstanding NuStar 2026 Notes and Sunoco 2027 Notes at a redemption price of 100.000% in accordance with the indentures governing the NuStar 2026 Notes and the Sunoco 2027 Notes, in each case plus accrued interest. The redemption of the Sunoco 2027 Notes is conditioned on the closing of the Notes Offering.

The information included herein (including the exhibit) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any security, including the notes issued in the Notes Offering, nor does it constitute a notice of redemption with respect to the NuStar 2026 Notes or the Sunoco 2027 Notes.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>Number	Description
99.1	Press Release, dated February 26, 2026, announcing the pricing of the Notes Offering.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUNOCO LP
	By:	SUNOCO GP LLC,
		its General Partner
Date: February 26, 2026
	By:	/s/ Rick Raymer
	Name:	Rick Raymer
	Title:	Vice President, Controller and Principal Accounting Officer

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EX-99.1

Exhibit 99.1

Sunoco LP Announces Pricing of Upsized Private Offering of Senior Notes

DALLAS, February 26, 2026 – Sunoco LP (NYSE: SUN) (“Sunoco” or the “Partnership”) today announced that it has priced at 100% a private offering (the “offering”) of 5.375% senior notes due 2031 in an aggregate principal amount of $600 million (the “2031 notes”) and 5.625% senior notes due 2034 in an aggregate principal amount of $600 million (the “2034 notes”, and collectively with the 2031 notes, the “notes”). The offering was upsized from an initial offering size of $500 million aggregate principal amount of the 2031 notes and $500 million aggregate principal amount of the 2034 notes. The sale of the notes is expected to settle on March 9, 2026, subject to the satisfaction of customary closing conditions.

Sunoco intends to use the net proceeds from the offering to redeem in full (i) NuStar Logistics, L.P.’s 6.000% senior notes due 2026 (the “NuStar 2026 Notes”), and (ii) Sunoco’s 6.000% senior notes due 2027 (the “Sunoco 2027 Notes”), with the remaining proceeds to be used for general partnership purposes, which may include repayment of additional indebtedness. Prior to the redemption of the Sunoco 2027 Notes, Sunoco may use the net proceeds from this offering to repay outstanding borrowings under its revolving credit facility.

The offering of the notes has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Sunoco plans to offer and sell the notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.

This news release is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Additionally, this news release shall not constitute a notice of redemption under the indentures governing the NuStar 2026 Notes or the Sunoco 2027 Notes.

About Sunoco LP

Sunoco LP (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating across 32 countries and territories in North America, the Greater Caribbean, and Europe. Sunoco’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 160 terminals. This critical infrastructure complements Sunoco’s fuel distribution operations, which distribute over 15 billion gallons annually to approximately 11,000 Sunoco and partner-branded retail locations, as well as independent dealers and commercial customers. Sunoco’s general partner is owned by Energy Transfer LP (NYSE: ET).

Forward-Looking Statements

This news release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law, including without limitation statements regarding the offering. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results are discussed in Sunoco’s Annual Report on Form 10-K, any subsequently filed Current Reports on Form 8-K and other documents filed from time to time with the Securities and Exchange Commission. Sunoco undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

Contacts

Scott Grischow

Treasurer, Senior Vice President – Finance

(214) 840-5660, scott.grischow@sunoco.com

Brian Brungardt

Director – Investor Relations

(214) 840-5437, brian.brungardt@sunoco.com

SOURCE Sunoco LP