UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Act of 1934~~

~~February~~of ~~17,~~the ~~2026~~Securities Exchange Act of 1934

February 26, 2026

Date of Report (Date of earliest event reported)

SUNOCO LP

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

(Exact name of registrant as specified in its charter)

8111 Westchester Drive, Suite 400
Delaware	001-35653		30-0740483
Dallas		,		Texas	75225
(State or other jurisdictionof incorporation)	(Commission File Number)		(IRS EmployerIdentification No.)
(Address of principal executive offices, including zip code)

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)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~Trading Symbol~~TradingSymbol(s) Name of each ~~exchange~~exchangeon 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 2.02

Results of Operations and Financial Condition.

~~The~~This ~~following~~Current ~~information~~Report ison ~~furnished~~Form ~~under~~8-K ~~Item~~provides ~~2.02,~~a ~~“Results~~pro forma statement of ~~Operations~~operations ~~and~~of ~~Financial~~Sunoco ~~Condition.”~~LP ~~This~~(the ~~information,~~“Partnership”) ~~including~~for the ~~information~~twelve ~~contained~~months ended December 31, 2025, as described in ~~Exhibit~~Item 998.101 ~~hereto,~~below ~~shall~~and ~~not~~which beis ~~deemed~~incorporated ~~“filed”~~into ~~for~~this ~~purposes~~Item of2.02 ~~Section~~by 18reference, ofgiving ~~the~~effect ~~Securities~~to ~~Exchange~~the ~~Act~~Partnership’s acquisition of ~~1934~~Parkland Corporation, asconsummated ~~amended~~on October 31, 2025 (the “~~Exchange~~Parkland ~~Act~~Acquisition”), oras ~~incorporated~~if byit ~~reference~~had inbeen ~~any~~consummated ~~filing~~on ~~under~~January 1, ~~the~~2025. ~~Securities~~The ~~Act~~pro forma statement of ~~1933,~~operations asis ~~amended~~being ~~(the~~updated ~~“Securities~~for ~~Act”),~~purposes orof the ~~Exchange~~Notes ~~Act,~~Offering ~~except~~ (as ~~shall~~defined bebelow) ~~expressly~~and ~~set~~does ~~forth~~not bygive ~~specific~~effect ~~reference~~to inthe ~~such~~Notes ~~a filing~~Offering.

OnThe ~~February~~information ~~17,~~contained ~~2026,~~in ~~Sunoco~~this LPItem ~~issued~~2.02 ashall ~~news~~not ~~release~~be ~~announcing~~deemed ~~its~~“filed” ~~results~~ for ~~the~~purposes ~~fourth~~of ~~fiscal~~Section 18 ~~quarter ended December 31, 2025 and providing access information for an investor conference call to discuss those results. A copy~~ of the ~~news~~Securities ~~release~~Exchange isAct ~~attached~~of 1934, as ~~Exhibit~~amended ~~99.1~~(the to“Exchange ~~this~~Act”), ~~Current~~or ~~Report on Form 8-K and is hereby~~ incorporated by reference ~~into~~in ~~this~~any ~~Item~~filing ~~2.02.~~under ~~The~~the ~~conference~~Securities ~~call~~Act ~~will~~of be1933, ~~available~~as ~~for~~amended ~~replay~~(the ~~approximately~~“Securities ~~365~~Act”), ~~days~~or ~~following~~ the ~~date~~Exchange ~~of the call at www~~Act.~~SunocoLP.com.~~

Item 7.01. Regulation FD Disclosure.

On February 1726, 2026, ~~Sunoco~~the LPPartnership issued a press release toannouncing ~~announce~~the ~~fourth~~commencement ~~quarter~~of ~~2025~~the ~~financial~~private ~~and~~offering ~~operating~~of ~~results.~~senior Anotes ~~copy~~(the of“Notes ~~the~~Offering”). The press release isalso ~~set~~announced ~~forth~~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 ~~Exhibit~~full 99NuStar Logistics, L.1P.’s ~~and~~6.000% issenior ~~incorporated~~notes ~~herein~~due by2026 ~~reference~~(the “NuStar 2026 Notes”) and the Partnership’s 6.000% Insenior ~~accordance~~notes ~~with~~due ~~General~~2027 ~~Instruction~~(the B“Sunoco 2027 Notes”).2 ofThe ~~Form~~redemption ~~8-K,~~of the ~~information~~NuStar ~~set~~2026 ~~forth~~Notes inand the ~~attached~~Sunoco ~~Exhibit~~2027 ~~99.1~~Notes is ~~deemed~~expected to beoccur ~~“furnished”~~on or about March 9, 2026 and ~~shall~~March 30, ~~not~~2026, berespectively, ~~deemed~~at toa beredemption ~~“filed”~~price ~~for~~of ~~purposes~~100.000% of ~~Section~~the 18principal amount of such NuStar 2026 Notes and Sunoco 2027 Notes, in each case plus accrued interest. The redemption of the ~~Securities~~Sunoco ~~Exchange~~2027 ~~Act~~Notes is expected to be conditioned on the closing of ~~1934,~~the asNotes ~~amended~~Offering. (A copy of the ~~“Exchange~~press ~~Act”)~~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 97.01. ~~Financial~~shall ~~Statements~~not ~~and~~be ~~Exhibits~~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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.


Exhibit Number		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).

Exhibit Number						Exhibit Description
99.1						Press Release dated February 17, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURE~~SIGNATURES

	SUNOCO LP
	By:	Sunoco GP LLC, its general partner
Date: February 17, 2026	By:	/s/ Rick Raymer
		Rick Raymer
		Vice President, Controller and Principal Accounting Officer

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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