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SUNC • CIK 0002089661
As used in this report, the terms “Company,” “SunocoCorp,” “we,” “us” or “our” should be understood to refer to SunocoCorp LLC, including its consolidated subsidiary, Sunoco LP. The terms “Partnership” or “Sunoco” should be understood to refer to Sunoco LP and its consolidated subsidiaries. Overview and Our Relationship with Sunoco SunocoCorp is a Delaware publicly traded limited liability company that owns a direct limited partnership interest in Sunoco in the form of Sunoco Class D Units, all of which are held by SunocoCorp. SunocoCorp’s only cash-generating assets are the Sunoco Class D Units. SunocoCorp is managed by SunocoCorp Manager, which is controlled by Energy Transfer. Sunoco is a Delaware master limited partnership. Sunoco is managed by its general partner, Sunoco GP LLC (“Sunoco GP”), which is owned by Energy Transfer; SunocoCorp currently holds the rights to appoint and remove the members of Sunoco GP LLC. As of February 13, 2026, Energy Transfer owned 100% of the membership interest in Sunoco GP, 28,463,967 Sunoco Common Units and all of Sunoco’s IDRs. Sunoco is primarily engaged in energy infrastructure and distribution of motor fuels across 32 countries and territories in North America, the Greater Caribbean and Europe. Sunoco’s midstream operations include an extensive network of over 14,000 miles of pipeline and over 160 terminals. Sunoco’s fuel distribution operations distribute over 15 billion gallons annually to approximately 11,000 Sunoco and partner branded locations, as well as independent dealers and commercial customers. 5 Table of Contents Index to Financial Statements The following simplified diagram depicts our organizational structure as of February 13, 2026. Sunoco Achievements in 2025 Parkland Acquisition On October 31, 2025, the Partnership completed the previously announced acquisition of Parkland, whereby Sunoco Retail (“Sunoco Retail”), a wholly owned corporate subsidiary of the Partnership, indirectly acquired all the outstanding shares of Parkland, in exchange for cash and SunocoCorp units that were contributed by SunocoCorp to the Partnership at the close of the Parkland Acquisition. Under the terms of the agreement, Parkland shareholders received 0.295 SunocoCorp units and C$19.80 for each Parkland share. Parkland shareholders could elect, in the alternative, to receive C$44.00 per Parkland share in cash or 0.536 SunocoCorp units for each Parkland share, subject to proration to ensure that the aggregate consideration payable in connection with the transaction would not exceed C$19.80 in cash per Parkland share outstanding as of immediately before close and 0.295 SunocoCorp units per Parklan d share outstanding as of immediately before close. In connection with the closing of the Parkland Acquisition, the Partnership paid approximately $2.60 billion to Parkland’s shareholders and transferred 51,517,198 SunocoCorp 6 Table of Contents Index to Financial Statements common units, which the Partnership had received from SunocoCorp in exchange for the Partnership’s issuance of 51,517,198 Sunoco Class D Units to SunocoCorp. Parkland is a leading international fuel distributor, marketer and convenience retailer with operations in 26 countries across the Americas. Parkland’s functional currency is the Canadian dollar, and its consolidated structure includes subsidiaries with multiple other functional currencies. As part of the transaction, the Partnership repurposed and renamed an existing subsidiary as SunocoCorp. Prior to the Parkland Acquisition, SunocoCorp did not have any significant assets, liabilities or operations; in connection with the Parkland Acquisition, the Partnership deconsolidated SunocoCorp and SunocoCorp became a publicly traded entity classified as a corporation for U.S. federal income tax purposes. SunocoCorp units began trading on the NYSE effective November 6, 2025. Subsequent to the Parkland Acquisition, SunocoCorp holds Sunoco Class D Units, representing limited partnership interests in Sunoco that are generally economically equivalent to Sunoco’s publicly traded common units on the basis of one Sunoco Common Unit for each outstanding SunocoCorp unit. For a period of two years following closing of the transaction, Sunoco will ensure that SunocoCorp unitholders receive distributions on a per unit basis that are equivalent to the per unit distributions to Sunoco unithold ers.…