Private Placement (Form 8-K)

On September 4, 2025, Sunoco LP, a Delaware limited partnership (the "Partnership"), entered into a purchase agreement (the "Purchase Agreement"), by and among the Partnership, Sunoco GP LLC, the general partner of the Partnership, and RBC Capital Markets, LLC and Barclays Capital Inc., as representatives of the initial purchasers (the "Initial Purchasers") named on Schedule A to the Purchase Agreement. The Purchase Agreement provides for the offer and sale (the "Preferred Offering") by the Partnership, and the purchase by the Initial Purchasers, of an aggregate 1,500,000 of the Partnership's 7.875% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (the "Series A Preferred Units"). The Partnership will receive gross proceeds of $1.5 billion from the sale of the Series A Preferred Units before deducting the Initial Purchasers' discount of an aggregate $22.5 million and other estimated offering expenses.

The Series A Preferred Units were sold to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and in accordance with Regulation S under the Securities Act. The Preferred Offering is expected to settle on September 18, 2025, subject to the satisfaction of customary closing conditions.

The Series A Preferred Units are not convertible into or exchangeable for any other securities of the Partnership. Except as otherwise provided in the Third Amended and Restated Agreement of Limited Partnership that the Partnership expects to enter into in connection with closing of the Preferred Offering, or as otherwise required by applicable law, the holders of Series A Preferred Units shall have no voting rights.

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