Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Act of 1934

July 25, 2024

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

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8111 Westchester Drive, Suite 400

Dallas, Texas 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(s)

Name of each exchange

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. ☐

Introductory Note

On July 25, 2024, Sunoco LP (the “Partnership”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to announce the approval of its distribution for the quarter ended June 30, 2024. This Amendment No. 1 to the Original Report amends Item 8.01 to correct the distribution date of record for unitholders to August 9, 2024 and Item 9.01 to correct the Press Release of the Partnership, dated July 25, 2024, for the correct quarterly distribution of $0.8756 per common unit and to correct the distribution date of record for unitholders to August 9, 2024. No other changes have been made to the Original Report.

Item 7.01. Regulation FD Disclosure.

On July 25, 2024, Sunoco LP issued a press release announcing that the Board of Directors of its general partner, Sunoco GP LLC, (the “Board”) approved a cash distribution of $0.8756 per common unit ($3.5024 annualized) on Partnership common units for the quarter ended June 30, 2024.

A copy of the press release is set forth in Exhibit 99.1 and is incorporated herein by reference. 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 8.01. Other Events.

On July 25, 2024, the Partnership issued a press release announcing that the Board approved a cash distribution of $0.8756 per common unit ($3.5024 annualized) on Partnership common units for the quarter ended June 30, 2024. The cash distribution will be paid on August 19, 2024 to unitholders of record as of the close of business on August 9, 2024.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Exhibit Description

99.1		Press Release of Sunoco LP, dated July 25, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: July 26, 2024	By:	/s/ Rick Raymer
		Rick Raymer
		Vice President, Controller and Principal Accounting Officer

Exhibit 99.1


		News Release

Sunoco LP Maintains Quarterly Distribution

DALLAS, July 25, 2024 – Sunoco LP (NYSE: SUN) (“SUN”) announced that the Board of Directors of its general partner declared a quarterly distribution for the second quarter of 2024 of $0.8756 per common unit or $3.5024 per common unit on an annualized basis. The distribution will be paid on August 19, 2024 to common unitholders of record on August 9, 2024.

About Sunoco LP

Sunoco LP (NYSE: SUN) is a leading energy infrastructure and fuel distribution master limited partnership operating in over 40 U.S. states, Puerto Rico, Europe, and Mexico. The Partnership’s midstream operations include an extensive network of approximately 14,000 miles of pipeline and over 100 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which serve approximately 7,400 Sunoco and partner branded locations and additional independent dealers and commercial customers. SUN’s general partner is owned by Energy Transfer LP (NYSE: ET).

Qualified Notice

This release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that one hundred percent (100%) of Sunoco LP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of Sunoco LP’s distributions to foreign investors are subject to federal tax withholding at the highest applicable effective tax rate. Nominees, and not Sunoco LP, are treated as withholding agents responsible for withholding distributions received by them on behalf of foreign investors. For purposes of Treasury Regulation section 1.1446(f)-4(c)(2)(iii), brokers and nominees should treat one hundred percent (100%) of the distributions as being in excess of cumulative net income for purposes of determining the amount to withhold.

Contacts

Scott Grischow, Treasurer, Senior Vice President – Finance

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

Media

Chris Cho, Senior Manager - Communications

(210) 918-3953, chris.cho@sunoco.com

# # #

Document and Entity Information	Jul. 25, 2024
Cover [Abstract]
Amendment Flag	true
Entity Central Index Key	0001552275
Document Type	8-K/A
Document Period End Date	Jul. 25, 2024
Entity Registrant Name	SUNOCO LP
Entity Incorporation State Country Code	DE
Entity File Number	001-35653
Entity Tax Identification Number	30-0740483
Entity Address, Address Line One	8111 Westchester Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75225
City Area Code	(214)
Local Phone Number	981-0700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Units Representing Limited Partner Interests
Trading Symbol	SUN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Description	On July 25, 2024, Sunoco LP (the “Partnership”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to announce the approval of its distribution for the quarter ended June 30, 2024. This Amendment No. 1 to the Original Report amends Item 8.01 to correct the distribution date of record for unitholders to August 9, 2024 and Item 9.01 to correct the Press Release of the Partnership, dated July 25, 2024, for the correct quarterly distribution of $0.8756 per common unit and to correct the distribution date of record for unitholders to August 9, 2024. No other changes have been made to the Original Report.