Sunoco LP 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission File Number: 001-35653_______________________________________________ SUNOCO LP (Exact name of registrant as specified in its charter)_______________________________________________ 30-0740483 Delaware(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number) 8111 Westchester Drive, Suite 400, Dallas, Texas 75225(Address of principal executive offices, including zip code)Registrant’s telephone number, including area code:(214) 981-0700Securities registered pursuant to Section12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Units Representing Limited Partner InterestsSUNNew York Stock Exchange Securities registered pursuant to Section12(g) of the Act:NONE Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days. YesNo☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Registration S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filerNon-accelerated filer☐ 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No As of June30, 2025, the aggregate market value of common units representing limited partner interests held by non-affiliates of the registrant was approximately$5.8billion based upon the closing price of its common units on the New York Stock Exchange. The registrant had 136,894,754 common units, 16,410,780 Class C Units and 51,517,198 Class D Units, each representing limited partner interests outstanding as ofFebruary13, 2026. Documents Incorporated by Reference: None Table of ContentsIndex to Financial Statements SUNOCO LPANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS PART IItem 1. Business5Item 1A. Risk Factors21Item 1B. Unresolved Staff Comments51Item 1C. Cybersecurity51Item 2. Properties53Item 3. Legal Proceedings53Item 4. Mine Safety Disclosures53PART IIItem 5. Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities54Item 6. [Reserved]55Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations55Item 7A. Quantitative and Qualitative Disclosures About Market Risk69Item 8. Financial Statements and Supplementary Data70Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure70Item 9A. Controls and Procedures70Item 9B. Other Information73Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections73PART IIIItem 10. Directors, Executive Officers and Corporate Governance73Item 11. Executive Compensation78Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters91Item 13. Certain Relationships and Related Transactions, and Director Independence94Item 14. Principal Acc