Form 4: Sunoco EVP-Chief Sales Officer Boosts Stake

Sunoco LP's EVP-Chief Sales Officer, Brian A. Hand, increased his beneficial ownership of common units through new equity and cash unit grants, despite a tax-related disposition.

Summary

• Brian A. Hand, EVP-Chief Sales Officer of Sunoco LP, reported transactions on December 5, 2025.
• He disposed of 9,149 common units at a price of $55.26 per unit to cover tax liabilities related to the vesting of Restricted Units under a Long-Term Incentive Plan (LTIP).
• Following this disposition, his direct beneficial ownership of common units was 151,039.
• He was granted 19,875 restricted phantom units under the Sunoco LP 2018 Long Term Incentive Plan. These units will vest 60% on December 5, 2028, and 40% on December 5, 2030, contingent on continued employment.
• He also received an award of 6,625 cash units under the Sunoco LP Long-Term Cash Restricted Unit Plan. These cash units will vest one-third on December 5, 2026, December 5, 2027, and December 5, 2028, contingent on continued employment.
• The cash units will be settled solely in cash based on the fair market value of underlying common units.
• After all reported transactions, his direct beneficial ownership of common units increased to 170,914, and he beneficially owned 9,959 derivative cash units.

Sentiment

Score: 7

Explanation: The filing indicates continued executive commitment and alignment with long-term company performance through new equity and cash unit grants, which is generally positive. The disposition for tax is a routine event.

Positives

• Grant of 19,875 restricted phantom units, increasing potential future equity ownership.
• Award of 6,625 cash units, providing future cash-based compensation.
• Continued alignment of executive interests with shareholder value through long-term incentive plans.
• Overall increase in beneficial ownership of common units from 151,039 to 170,914 after the transactions.

Negatives

• Disposition of 9,149 common units to cover tax liabilities, reducing immediate direct ownership.

Risks

• Vesting of restricted phantom units and cash units is contingent upon the reporting person's continued employment with Sunoco LP or its affiliates on each applicable vesting date.

Future Outlook

The filing indicates future vesting events for restricted phantom units and cash units on specific dates between December 2026 and December 2030, contingent on the executive's continued employment. This outlines a long-term incentive structure designed to retain key management.

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 Form 4 filing reflects standard executive compensation practices within the energy or midstream sector, where long-term incentive plans involving equity or equity-linked awards are common to align management interests with long-term company performance and shareholder value. The use of restricted units and cash units is a typical approach to executive retention and motivation.

Comparison to Industry Standards

• The use of restricted phantom units and cash units as part of a long-term incentive plan is a common practice across publicly traded companies, including those in the energy sector like Enterprise Products Partners L.P. or Magellan Midstream Partners, L.P. (before acquisition).
• Vesting schedules contingent on continued employment are standard for executive retention, similar to plans seen at peers.
• The disposition of shares to cover tax liabilities upon vesting is a routine and expected event for equity compensation, consistent with practices at most companies offering such plans.

Related Party Transactions

• The grants of restricted phantom units and cash units are transactions between the reporting person (an executive) and the issuer (Sunoco LP), which are considered related party transactions under the company's long-term incentive plans.

Stakeholder Impact

• Shareholders: The grants align executive incentives with long-term shareholder value creation. The disposition for tax is a minor, routine event.
• Employees: Reflects the company's ongoing use of long-term incentive plans to retain and motivate key executives.

Next Steps

• Continued employment of Brian A. Hand to ensure vesting of restricted phantom units and cash units.
• Vesting of cash units on December 5, 2026, December 5, 2027, and December 5, 2028.
• Vesting of restricted phantom units on December 5, 2028, and December 5, 2030.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, including grants of long-term incentive awards and a tax-related disposition. It does not present new information that would fundamentally alter the investment thesis for Sunoco LP. The grants align executive interests with long-term company performance, which is a positive for retention and motivation, but it's an expected part of executive compensation. Therefore, a "hold" recommendation is appropriate as the filing reinforces existing expectations without providing a strong catalyst for a "buy" or "sell" decision.

Keywords

Sunoco LP, SUN, Form 4, Insider Trading, Executive Compensation, Restricted Units, Phantom Units, Cash Units, Long-Term Incentive Plan, Equity Grant, Officer Transactions