UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Emerging growth company
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| Item 2.02 | Results of Operations and Financial Condition. |
This Current Report on Form 8-K provides a pro forma statement of operations of Sunoco LP (the “Partnership”) for the twelve months ended December 31, 2025, as described in Item 8.01 below and which is incorporated into this Item 2.02 by reference, giving effect to the Partnership’s acquisition of Parkland Corporation, consummated on October 31, 2025 (the “Parkland Acquisition”) as if it had been consummated on January 1, 2025. The pro forma statement of operations is being updated for purposes of the Notes Offering (as defined below) and does not give effect to the Notes Offering.
The information contained in this Item 2.02 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 (the “Securities Act”), or the Exchange Act.
| Item 7.01 | Regulation FD Disclosure. |
On February 26, 2026, the Partnership issued a press release announcing the commencement of the private offering of senior notes (the “Notes Offering”). The press release also announced the Partnership’s intention to use the net proceeds from the Notes Offering to, together with borrowings under the Partnership’s revolving credit facility, redeem in full 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 redemption of the NuStar 2026 Notes and the Sunoco 2027 Notes is expected to occur on or about March 9, 2026 and March 30, 2026, respectively, at a redemption price of 100.000% of the principal amount of such NuStar 2026 Notes and Sunoco 2027 Notes, in each case plus accrued interest. The redemption of the Sunoco 2027 Notes is expected to be conditioned on the closing of 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.
The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act 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.
In addition, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.
| Item 8.01 | Other Events. |
On February 26, 2026, in connection with the Notes Offering, the Partnership provided certain updated disclosures to potential investors that as of February 23, 2026, the Partnership had $500 million of cash and cash equivalents and outstanding borrowings of approximately $338 million under the Partnership’s revolving credit facility (excluding approximately $53 million in standby letters of credit) and additional available borrowing capacity of approximately $2,109 million.
Pro Forma Financials
This Current Report on Form 8-K provides a pro forma statement of operations attached as Exhibit 99.2 hereto:
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025; and |
| • | Notes to the Unaudited Pro Forma Condensed Combined Financial Statement. |
In addition, the information contained in Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 8.01 by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated February 26, 2026, announcing the Notes Offering. | |
| 99.2 | Sunoco LP unaudited pro forma combined financial information. | |
| 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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