Form 4: Sunoco CEO Joseph Kim Reports Equity Transactions

Sunoco LP President & CEO Joseph Kim reported a series of equity transactions, including tax-related disposals and new grants of restricted and cash units.

Summary

• Joseph Kim, President & CEO and Director of Sunoco LP, reported transactions on December 5, 2025.
• Disposed of 33,810 Common Units at $55.26 per unit to cover tax liability incident to the vesting of Restricted Units.
• Acquired 97,200 Restricted Phantom Units under the 2018 Long Term Incentive Plan, which will vest 60% on December 5, 2028, and 40% on December 5, 2030, generally contingent upon continued employment.
• Acquired 32,400 Cash Units under the Long-Term Cash Restricted Unit Plan, scheduled to vest one-third on December 5, 2026, one-third on December 5, 2027, and one-third on December 5, 2028, generally contingent upon continued employment.
• Following these transactions, Kim directly owns 591,888 Common Units and indirectly owns 10,000 Common Units via the Kim Living Trust.
• Kim also beneficially owns 44,900 derivative Cash Units.

Sentiment

Score: 7

Explanation: The filing reflects routine executive compensation activities, including tax-related disposals and new long-term incentive grants, which are generally positive for management alignment and retention.

Positives

• The grant of 97,200 new restricted phantom units and 32,400 cash units indicates continued long-term incentive alignment for the CEO.
• The vesting of new units is contingent on continued employment, which supports management retention.

Negatives

• Disposal of 33,810 common units, although for tax purposes, reduces direct beneficial ownership of common units.

Risks

• Vesting of the newly granted restricted phantom units and cash units is generally contingent upon continued employment, posing a risk of forfeiture if employment ceases.

Future Outlook

The vesting schedules for the restricted phantom units (through 2030) and cash units (through 2028) indicate a long-term commitment and incentive structure for the CEO, aligning his interests with the company's long-term performance.

Management Comments

• Payment of tax liability by withholding securities incident to the vesting of Restricted Units issued under one of the Sunoco LP Long-Term Incentive Plans (LTIP). This method is the default option for payment of tax liability upon vesting of LTIP awards.
• Grant of restricted phantom units awarded under the terms of the Sunoco LP 2018 Long Term Incentive Plan, as amended, that will vest 60% on 12/5/2028 and 40% on 12/5/2030 generally contingent upon the continued employment of the reporting person on each applicable vesting date.
• An award of cash units granted under the Sunoco LP Long-Term Cash Restricted Unit Plan, scheduled to vest one-third on December 5, 2026, one-third on December 5, 2027, and one-third on December 5, 2028, generally contingent upon the reporting person's continued employment with the Issuer or one of its affiliates on each applicable vesting date.

Industry Context

This filing details routine executive compensation and insider transaction activities, which are common across publicly traded companies as part of their long-term incentive and retention strategies for senior management.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: The grants align the CEO's long-term interests with shareholder value creation, contingent on continued performance and employment. The tax-related sale is a routine event.
• Employees: The long-term incentive plans are a common tool for executive retention and motivation.

Next Steps

• Continued employment of Joseph Kim to ensure vesting of restricted phantom units and cash units.
• Future vesting events for restricted phantom units on December 5, 2028, and December 5, 2030.
• Future vesting events for cash units on December 5, 2026, December 5, 2027, and December 5, 2028.

Key Dates

Recommendation

This Form 4 details routine executive compensation activities, including the vesting of prior awards, tax-related sales, and new long-term incentive grants. These transactions are standard and do not provide new fundamental information that would warrant a change in investment recommendation. The grants align management's interests with long-term shareholder value, which is generally positive, but not a catalyst for a 'buy' or 'sell' decision.

Keywords

Sunoco LP, SUN, Joseph Kim, Form 4, Insider Trading, Restricted Units, Cash Units, Executive Compensation, Equity Grant, Tax Withholding