Sunoco LP and SunocoCorp LLC Report Strong First Quarter 2026 Financial and Operating Results

SUN

Reports strong first quarter results, including net income of $644 million, Adjusted EBITDA(1) of $867 million, excluding one-time transaction-related expenses(2), and Distributable Cash Flow, as adjusted(1), of $535 million Increases quarterly distribution by 6.25%. The first quarter of 2026 distribution represents an increase of over 10% versus the first quarter of 2025 Completes the acquisition of TanQuid

Published on 05/05/2026 at 07:03 am EDT

Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) and SunocoCorp LLC (NYSE: SUNC) ("SUNC") today reported financial and operating results for the quarter ended March 31, 2026.

Financial and Operational Highlights Attributable to Sunoco LP

Net income for the first quarter of 2026 was $644 million compared to $207 million in the first quarter of 2025.

Adjusted EBITDA for the first quarter of 2026 was $858 million compared to $458 million in the first quarter of 2025. Adjusted EBITDA for the first quarter of 2026 included $9 million of one-time transaction-related expenses and $102 million from a one-time gain on sale of inventory.

Distributable Cash Flow, as adjusted, for the first quarter of 2026 was $535 million compared to $310 million in the first quarter of 2025.

Adjusted EBITDA for the Fuel Distribution segment for the first quarter of 2026 was $529 million compared to $220 million in the first quarter of 2025. Adjusted EBITDA for the first quarter of 2026 included $9 million of one-time transaction-related expenses and $92 million from a gain on sale of inventory. The segment sold approximately 3.8 billion gallons of fuel in the first quarter of 2026. Fuel margin for all gallons sold was 17.0 cents per gallon for the first quarter of 2026.

Adjusted EBITDA for the Pipeline Systems segment for the first quarter of 2026 was $179 million compared to $172 million in the first quarter of 2025. The segment averaged throughput volumes of approximately 1.3 million barrels per day in the first quarter of 2026.

Adjusted EBITDA for the Terminals segment for the first quarter of 2026 was $107 million compared to $66 million in the first quarter of 2025. The segment averaged throughput volumes of approximately 1.0 million barrels per day in the first quarter of 2026.

Adjusted EBITDA for the Refinery segment for the first quarter of 2026 was $43 million. Adjusted EBITDA for the first quarter of 2026 included $10 million from a gain on sale of inventory. The segment averaged throughput volumes of approximately 22 thousand barrels per day in the first quarter of 2026. Operations during the first quarter of 2026 were impacted by the planned 50-day maintenance turnaround.

Distribution

On April 21, 2026, SUN and SUNC declared a distribution for the first quarter of 2026 of $0.9899 per unit, or $3.9596 per unit on an annualized basis. This represents an increase of approximately 6.25%, or $0.0582 per unit, as compared with the quarter ended December 31, 2025.

This 6.25% increase is inclusive of a one-time step-up of 5% and a quarterly increase of 1.25%. The quarterly increase reflects Sunoco’s continued financial stability, execution of highly accretive acquisitions and growth projects, and confidence in future distribution increases.

The first quarter of 2026 distribution represents an increase of over 10% versus the first quarter of 2025 distribution. This increase reflects SUN’s secure and growing distribution, supported by distribution increases of 2% in 2023, 4% in 2024, and 5% in 2025.

This is the sixth consecutive quarterly increase in SUN's distribution and is consistent with SUN's capital allocation strategy which includes a multi-year distribution growth rate of at least 5%.

The SUN and SUNC quarterly distributions will be paid on May 20, 2026, to holders of the representative securities of record on May 8, 2026.

Liquidity and Leverage

At March 31, 2026, SUN had long-term debt of approximately $13.9 billion and approximately $2.2 billion of liquidity remaining on its revolving credit facility. SUN’s leverage ratio of net debt to Adjusted EBITDA, calculated in accordance with its revolving credit facility, was approximately 4.0 times at the end of the first quarter.

Capital Spending

SUN's total capital expenditures in the first quarter of 2026 were $199 million, which includes $106 million of growth capital and $93 million of maintenance capital. This includes the Partnership's proportionate share of capital expenditures related to its joint ventures with Energy Transfer.

SUN’s segment results and other supplementary data are provided after the financial tables below.

SunocoCorp LLC

SUNC owns a limited partner interest in SUN. SUNC consolidates SUN's results into its financial statements, which is reflected in the consolidated balance sheets and condensed consolidated statement of operations tables attached hereto.

(1)

Adjusted EBITDA and Distributable Cash Flow, as adjusted, are non-GAAP financial measures of performance that have limitations and should not be considered as a substitute for net income. Please refer to the discussion and tables under “Supplemental Information” later in this news release for a discussion of our use of Adjusted EBITDA and Distributable Cash Flow, as adjusted, and a reconciliation to net income.

(2)

Transaction-related expenses include certain one-time expenses incurred with acquisitions. The Partnership’s definition of Adjusted EBITDA includes transaction-related expenses. However, given the magnitude of the acquisitions during the periods presented, as well as the expenses related to those transactions, the Partnership is reporting Adjusted EBITDA excluding these expenses in order to portray the Partnership’s performance for the period without the impact of these one-time items.

Earnings Conference Call

Sunoco LP management will hold a conference call on Tuesday, May 5, 2026, at 9:00 a.m. Central Time (10:00 a.m. Eastern Time) to discuss results and recent developments. The conference call will be broadcast live via an internet webcast, which can be accessed in the Investor Relations section of Sunoco’s website at www.sunocolp.com under Webcasts and Presentations. The call will also be available for replay on the Partnership's website for a limited time.

About Sunoco

Sunoco LP is a leading energy infrastructure and fuel distribution master limited partnership operating across 32 countries and territories in North America, the Greater Caribbean and Europe. The Partnership’s midstream operations include an extensive network of over 14,000 miles of pipeline and over 160 terminals. This critical infrastructure complements the Partnership’s fuel distribution operations, which distribute over 15 billion gallons annually to approximately 11,000 Sunoco and partner-branded retail locations, as well as independent dealers and commercial customers. SUN's general partner is owned by Energy Transfer LP (NYSE: ET).

SunocoCorp LLC is a publicly traded limited liability company that owns a limited partner interest in Sunoco LP.

SUN and SUNC are headquartered in Dallas, Texas. More information is available at www.sunocolp.com.

Forward-Looking Statements

This news release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results, including future distribution levels, are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

The information contained in this press release is available on our website at www.sunocolp.com

– Financial Schedules Follow –

SUNOCO LP

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(unaudited)

March 31, 2026

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

$

718

$

891

Accounts receivable, net

3,442

1,972

Inventories, net

2,347

2,383

Other current assets

342

270

Total current assets

6,849

5,516

Property, plant and equipment

15,976

15,256

Accumulated depreciation

(2,156

)

(1,848

)

Property, plant and equipment, net

13,820

13,408

Other assets:

Operating lease right-of-use assets, net

1,518

1,449

Goodwill

3,061

3,026

Intangible assets, net

2,369

2,411

Other non-current assets

1,030

928

Investments in unconsolidated affiliates

1,611

1,624

Total assets

$

30,258

$

28,362

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

3,427

$

2,485

Accounts payable to affiliates

374

331

Accrued expenses and other current liabilities

923

953

Operating lease current liabilities

172

211

Current maturities of long-term debt

12

17

Total current liabilities

4,908

3,997

Operating lease non-current liabilities

1,311

1,255

Long-term debt, net

13,920

13,372

Advances from affiliates

76

78

Deferred tax liabilities

1,160

1,139

Other non-current liabilities

536

512

Total liabilities

21,911

20,353

Commitments and contingencies

Equity:

Limited partners:

Preferred unitholders (1,500,000 units issued and outstanding as of March 31, 2026 and December 31, 2025)

1,478

1,507

Common unitholders (136,894,754 units issued and outstanding as of March 31, 2026 and 136,866,854 units issued and outstanding as of December 31, 2025)

4,246

3,970

Class C unitholders - held by subsidiaries (16,410,780 units issued and outstanding as of March 31, 2026 and December 31, 2025)

Class D unitholder (51,517,198 units issued and outstanding as of March 31, 2026 and December 31, 2025)

2,639

2,538

Accumulated other comprehensive loss

(16

)

(6

)

Total equity

8,347

8,009

Total liabilities and equity

$

30,258

$

28,362

SUNOCO LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in millions, except per unit data)

(unaudited)

Three Months Ended March 31,

2026

2025

REVENUES

$

10,690

$

5,179

COSTS AND EXPENSES:

Cost of sales (excluding items shown separately below)

9,001

4,526

Operating expenses

330

143

General and administrative

155

39

Lease expense

53

16

(Gain) loss on disposal of assets and impairment charges

(1

)

3

Depreciation, amortization and accretion

286

156

Total cost of sales and operating expenses

9,824

4,883

OPERATING INCOME

866

296

OTHER INCOME (EXPENSE):

Interest expense, net

(201

)

(121

)

Equity in earnings of unconsolidated affiliates

42

32

Loss on extinguishment of debt

(1

)

(2

)

Other, net

(27

)

INCOME BEFORE INCOME TAXES

679

205

Income tax expense (benefit)

35

(2

)

NET INCOME

$

644

$

207

Less: Preferred unitholders' interest in net income

30

Less: Class D unitholder's interest in net income

149

NET INCOME ATTRIBUTABLE TO COMMON UNITS

$

465

$

207

NET INCOME PER COMMON UNIT:

Basic

$

2.86

$

1.22

Diluted

$

2.85

$

1.21

WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:

Basic

136,888,311

136,267,512

Diluted

137,551,768

136,936,311

CASH DISTRIBUTION PER COMMON UNIT

$

0.9899

$

0.8976

SUNOCO LP

SUPPLEMENTAL INFORMATION

(Dollars and units in millions)

(unaudited)

Three Months Ended March 31,

2026

2025

Net income

$

644

$

207

Depreciation, amortization and accretion

286

156

Interest expense, net

201

121

Non-cash unit-based compensation expense

6

4

(Gain) loss on disposal of assets and impairment charges

(1

)

3

Loss on extinguishment of debt

1

2

Unrealized (gains) losses on commodity derivatives

56

(1

)

Inventory valuation adjustments

(444

)

(61

)

Equity in earnings of unconsolidated affiliates

(42

)

(32

)

Adjusted EBITDA related to unconsolidated affiliates

69

50

Other non-cash adjustments

47

11

Income tax expense (benefit)

35

(2

)

Adjusted EBITDA (1)

858

458

Transaction-related expenses

9

Adjusted EBITDA (1), excluding transaction-related expenses

$

867

$

458

Adjusted EBITDA (1)

$

858

$

458

Adjusted EBITDA related to unconsolidated affiliates

(69

)

(50

)

Distributable cash flow from unconsolidated affiliates

69

49

Series A Preferred Units distributions

(30

)

Cash interest expense

(192

)

(118

)

Current income tax expense

(17

)

(5

)

Maintenance capital expenditures (2)

(93

)

(24

)

Distributable Cash Flow

526

310

Transaction-related expenses and adjustments (3)

9

Distributable Cash Flow, as adjusted (1)

$

535

$

310

Distributions to Partners:

Limited Partners

$

187

$

122

General Partner

71

39

Total distributions to be paid to partners

$

258

$

161

Limited Partner units outstanding - end of period (4)

136.9

136.3

(1)

Adjusted EBITDA is defined as net income before net interest expense, income tax expense, depreciation, amortization and accretion expense, non-cash compensation expense, gains and losses on disposal of asset, non-cash impairment charges, losses on extinguishment of debt, unrealized gains and losses on commodity derivatives, inventory valuation adjustments, certain foreign currency transaction gains and losses and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. We define Distributable Cash Flow as Adjusted EBITDA less preferred unit distributions, cash interest expense, including the accrual of interest expense related to our long-term debt which is paid on a semi-annual basis, current income tax expense, maintenance capital expenditures and other non-cash adjustments. For Distributable Cash Flow, as adjusted, certain transaction-related adjustments and non-recurring expenses are excluded.

We believe Adjusted EBITDA and Distributable Cash Flow, as adjusted, are useful to investors in evaluating our operating performance because:

Adjusted EBITDA and Distributable Cash Flow, as adjusted, are not recognized terms under GAAP and do not purport to be alternatives to net income as measures of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA and Distributable Cash Flow, as adjusted, have limitations as analytical tools, and one should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:

Adjusted EBITDA reflects amounts for the unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, amortization, accretion and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly. Inventory valuation adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Partnership's inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period.

(2)

For the three months ended March 31, 2026 and 2025, excludes nil and $2 million, respectively, for our proportionate share of maintenance capital expenditures related to our investments in ET-S Permian and J.C. Nolan, as these amounts are included in “Distributable cash flow from unconsolidated affiliates.”

(3)

For the three months ended March 31, 2026 and 2025, SUN incurred $9 million and nil of transaction-related expenses, respectively.

(4)

Limited Partner units outstanding at the end of period includes 136.9 million common units and 51.5 million Class D units.

SUNOCO LP

SUMMARY ANALYSIS OF QUARTERLY RESULTS BY SEGMENT

(Tabular dollar amounts in millions)

(unaudited)

Three Months Ended March 31,

2026

2025

Segment Adjusted EBITDA:

Fuel Distribution

$

529

$

220

Pipeline Systems

179

172

Terminals

107

66

Refinery

43

Adjusted EBITDA

858

458

Transaction-related expenses

9

Adjusted EBITDA, excluding transaction-related expenses

$

867

$

458

The following analysis of segment operating results includes a measure of segment profit. Segment profit is a non-GAAP financial measure and is presented herein to assist in the analysis of segment operating results and particularly to facilitate an understanding of the impacts that changes in sales revenues have on the segment performance measure of Segment Adjusted EBITDA. Segment profit is similar to the GAAP measure of gross profit, except that segment profit excludes charges for depreciation, amortization and accretion. The most directly comparable measure to segment profit is gross profit.

The following table presents a reconciliation of segment profit to gross profit:

Three Months Ended March 31,

2026

2025

Fuel Distribution segment profit

$

1,236

$

361

Pipeline Systems segment profit

184

174

Terminals segment profit

225

118

Refinery segment profit

44

Total segment profit

1,689

653

Depreciation, amortization and accretion, excluding corporate and other

284

156

Gross profit

$

1,405

$

497

Fuel Distribution

Three Months Ended March 31,

2026

2025

Motor fuel gallons sold (millions)

3,796

2,087

Motor fuel profit cents per gallon (1)

17.0 ¢

11.5 ¢

Fuel profit

$

1,044

$

297

Non-fuel profit

153

35

Lease profit

39

29

Fuel Distribution segment profit

1,236

361

Unrealized (gains) losses on commodity risk management activities

54

(1

)

Expenses, excluding non-cash unit-based compensation expense (2)

(391

)

(92

)

Adjusted EBITDA related to unconsolidated affiliates

8

Inventory valuation adjustments

(398

)

(58

)

Other

20

10

Segment Adjusted EBITDA

529

220

Transaction-related expenses

9

Segment Adjusted EBITDA, excluding transaction-related expenses

$

538

$

220

(1)

Excludes the impact of inventory valuation adjustments consistent with the definition of Adjusted EBITDA.

(2)

Includes operating expenses, general and administrative and lease expense.

Pipeline Systems

Three Months Ended March 31,

2026

2025

Pipelines throughput (thousand barrels per day)

1,291

1,258

Pipeline Systems segment profit

$

184

$

174

Expenses, excluding non-cash unit-based compensation expense (1)

(61

)

(53

)

Adjusted EBITDA related to unconsolidated affiliates

56

50

Other

1

Segment Adjusted EBITDA

179

172

Transaction-related expenses

Segment Adjusted EBITDA, excluding transaction-related expenses

$

179

$

172

(1)

Includes operating expenses, general and administrative and lease expense.

Terminals

Three Months Ended March 31,

2026

2025

Throughput (thousand barrels per day)

1,013

620

Terminals segment profit

$

225

$

118

Expenses, excluding non-cash unit-based compensation expense (1)

(74

)

(49

)

Inventory valuation adjustments

(44

)

(3

)

Segment Adjusted EBITDA

107

66

Transaction-related expenses

Segment Adjusted EBITDA, excluding transaction-related expenses

$

107

$

66

(1)

Includes operating expenses, general and administrative and lease expense.

Refinery

Three Months Ended March 31,

2026

2025

Crude utilization

38

%

Composite utilization

40

%

Crude throughput (thousand barrels per day)

21

Bio-feedstock throughput (thousand barrels per day)

1

Refinery segment profit (1)

$

44

$

Unrealized losses on commodity risk management activities

2

Expenses, excluding non-cash unit-based compensation expense (2)

(6

)

Adjusted EBITDA related to unconsolidated affiliates

5

Inventory valuation adjustments

(2

)

Segment Adjusted EBITDA

43

Transaction-related expenses

Segment Adjusted EBITDA, excluding transaction-related expenses

$

43

$

(1)

Refinery segment profit includes $61 million of production costs, supply and logistics, and terminal operating costs for the three months ended March 31, 2026

(2)

Includes operating expenses, general and administrative and lease expense.

SUNOCOCORP LLC FINANCIAL INFORMATION

The following section provides financial information for SUNC. SUNC’s separate financial statements will reflect SUN on a consolidated basis for all periods; accordingly, the information below reflects SUN on a consolidated basis for the entire period.

SUNOCOCORP LLC

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

(unaudited)

March 31, 2026

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

$

718

$

891

Accounts receivable, net

3,442

1,972

Inventories, net

2,347

2,383

Other current assets

342

270

Total current assets

6,849

5,516

Property, plant and equipment

15,976

15,256

Accumulated depreciation

(2,156

)

(1,848

)

Property, plant and equipment, net

13,820

13,408

Other assets:

Operating lease right-of-use assets, net

1,518

1,449

Goodwill

3,061

3,026

Intangible assets, net

2,369

2,411

Other non-current assets

1,030

928

Investments in unconsolidated affiliates

1,611

1,624

Total assets

$

30,258

$

28,362

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

3,427

$

2,485

Accounts payable to affiliates

374

331

Accrued expenses and other current liabilities

923

953

Operating lease current liabilities

172

211

Current maturities of long-term debt

12

17

Total current liabilities

4,908

3,997

Operating lease non-current liabilities

1,311

1,255

Long-term debt, net

13,920

13,372

Advances from affiliates

76

78

Deferred tax liabilities

1,195

1,135

Other non-current liabilities

536

512

Total liabilities

21,946

20,349

Commitments and contingencies (Note 13)

Equity:

Common unitholders (51,517,198 units issued and outstanding as of March 31, 2026 and 51,517,198 units issued and outstanding as of December 31, 2025)

2,604

2,542

Accumulated other comprehensive loss

(16

)

(6

)

Total Member's Equity

2,588

2,536

Noncontrolling interests

5,724

5,477

Total equity

8,312

8,013

Total liabilities and equity

$

30,258

$

28,362

SUNOCOCORP LLC

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Dollars in millions, except per unit data)

(unaudited)

Three Months Ended March 31, 2026

REVENUES:

$

10,690

COSTS AND EXPENSES:

Cost of sales (excluding items shown separately below)

9,001

Operating expenses

330

General and administrative

155

Lease expense

53

Gain on disposal of assets and impairment charges

(1

)

Depreciation, amortization and accretion

286

Total cost of sales and operating expenses

9,824

OPERATING INCOME

866

OTHER INCOME (EXPENSE):

Interest expense, net

(201

)

Equity in earnings of unconsolidated affiliates

42

Loss on extinguishment of debt

(1

)

Other, net

(27

)

INCOME BEFORE INCOME TAXES

679

Income tax expense

74

NET INCOME

605

Less: Net income attributable to noncontrolling interests

495

NET INCOME ATTRIBUTABLE TO MEMBERS

$

110

NET INCOME PER COMMON UNIT:

Basic

$

2.14

Diluted

$

2.13

WEIGHTED AVERAGE COMMON UNITS OUTSTANDING:

Basic

51,517,198

Diluted

51,540,822

CASH DISTRIBUTION PER COMMON UNIT

$

0.9899

SUNOCOCORP LLC

SUPPLEMENTAL INFORMATION

(Dollars and units in millions)

(unaudited)

Three Months Ended March 31, 2026

Reconciliation of net income to Adjusted EBITDA:

Net income

$

605

Depreciation, amortization and accretion

286

Interest expense, net

201

Non-cash unit-based compensation expense

6

Gain on disposal of assets and impairment charges

(1

)

Loss on extinguishment of debt

1

Unrealized losses on commodity derivatives

56

Inventory valuation adjustments

(444

)

Equity in earnings of unconsolidated affiliates

(42

)

Adjusted EBITDA related to unconsolidated affiliates

69

Other non-cash adjustments

47

Income tax expense

74

Adjusted EBITDA (1)

$

858

Transaction-related expenses (3)

9

Adjusted EBITDA (1), excluding transaction-related expenses

$

867

Adjusted EBITDA (1)

$

858

Adjusted EBITDA related to unconsolidated affiliate

(69

)

Distributable cash flow from unconsolidated affiliate

69

Preferred Unit Holders' Distributions

(30

)

Cash interest expense

(192

)

Income tax expense, current

(17

)

Maintenance capital expenditures (2)

(93

)

Distributable Cash Flow (consolidated)

$

526

Distributable Cash Flow from Sunoco LP

(526

)

Distributions from Sunoco LP

51

Distributable Cash Flow attributable to the common unitholders of SunocoCorp

$

51

Distributions to common unitholders

$

51

Common units outstanding - end of period

51.5

Adjusted EBITDA is defined as net income before net interest expense, income tax expense, depreciation, amortization and accretion expense, non-cash compensation expense, gains and losses on disposal of asset, non-cash impairment charges, losses on extinguishment of debt, unrealized gains and losses on commodity derivatives, inventory valuation adjustments, certain foreign currency transaction gains and losses and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations. We define Distributable Cash Flow as Adjusted EBITDA less preferred unit distributions, cash interest expense, including the accrual of interest expense related to our long-term debt which is paid on a semi-annual basis, current income tax expense, maintenance capital expenditures and other non-cash adjustments. On a consolidated basis, Distributable Cash Flow includes 100% of the Distributable Cash Flow of Sunoco LP; however, given the existence of noncontrolling interests in Sunoco LP, the Distributable Cash Flow generated by Sunoco LP is not available in its entirety to be distributed to SunocoCorp’s unitholders. In order to reflect the cash flows available for distribution to SunocoCorp’s unitholders, we have reported for SunocoCorp Distributable Cash Flow attributable to its common unitholders, which reflects distributions to be received by SunocoCorp from Sunoco LP.

We believe Adjusted EBITDA and Distributable Cash Flow are useful to SunocoCorp's investors in evaluating its performance because:

Adjusted EBITDA and Distributable Cash Flow are not recognized terms under GAAP and do not purport to be alternatives to net income as measures of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA and Distributable Cash Flow have limitations as analytical tools, and one should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:

Adjusted EBITDA reflects amounts for the unconsolidated affiliates based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliates. Adjusted EBITDA related to unconsolidated affiliates excludes the same items with respect to the unconsolidated affiliates as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, amortization, accretion and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliates, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliates. We do not control our unconsolidated affiliates; therefore, we do not control the earnings or cash flows of such affiliates. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliates as an analytical tool should be limited accordingly. Inventory valuation adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Sunoco LP's inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period.

(2)

For the three months ended March 31, 2026, excludes nil for our proportionate share of maintenance capital expenditures related to our investments in ET-S Permian and J.C. Nolan, as these amounts are included in “Distributable cash flow from unconsolidated affiliates.”

(3)

For the three months ended March 31, 2026, SUN incurred $9 million of transaction-related expenses, respectively.

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