Form 4: Sunoco VP & Controller Reports Equity Transactions

Sunoco LP's VP & Controller, Rick Raymer, reported the disposition of common units for tax purposes and the acquisition of new restricted and cash units under long-term incentive plans.

Summary

• Rick Raymer, VP & Controller & PAO of Sunoco LP, reported changes in his beneficial ownership of company securities.
• Raymer disposed of 3,519 common units on December 5, 2025, at a price of $55.26 per unit, totaling approximately $194,406, to cover tax liabilities associated with the vesting of Restricted Units.
• He acquired 5,438 restricted phantom units on December 5, 2025, under the Sunoco LP 2018 Long Term Incentive Plan, which will vest 60% on December 5, 2028, and 40% on December 5, 2030, contingent on continued employment.
• Raymer also acquired 1,812 cash units on December 5, 2024 (as per the derivative table, transaction date for the award), under the Sunoco LP Long-Term Cash Restricted Unit Plan, which will vest one-third on December 5, 2026, one-third on December 5, 2027, and one-third on December 5, 2028, also contingent on continued employment.
• Following these transactions, Raymer beneficially owns 39,313 direct common units and 2,846 derivative cash units.

Sentiment

Score: 7

Explanation: The sentiment is slightly positive. While there was a disposition of units, it was for a standard tax obligation. The significant grants of new restricted and cash units indicate continued executive alignment with company performance and a commitment to long-term incentive plans, which is generally viewed favorably for retention and motivation.

Positives

• The grant of 5,438 restricted phantom units and 1,812 cash units aligns the executive's long-term interests with those of shareholders, incentivizing continued performance and retention.
• The transactions are part of a structured long-term incentive plan, indicating a commitment to executive compensation and retention strategies.

Negatives

• The disposition of 3,519 common units, valued at approximately $194,406, reduces the direct common unit holdings, although this was for a standard tax obligation.

Risks

• The vesting of both the restricted phantom units and the cash units is generally contingent upon the reporting person's continued employment with Sunoco LP or its affiliates on each applicable vesting date, posing a risk of forfeiture if employment ceases.

Future Outlook

The future outlook for the reporting person's equity holdings includes the vesting of restricted phantom units in 2028 and 2030, and cash units in 2026, 2027, and 2028, all contingent on continued employment. The cash units will be settled in cash based on the fair market value of common units at vesting.

Industry Context

These transactions represent routine executive compensation activities, common across publicly traded companies. Long-term incentive plans, involving restricted stock or unit grants with vesting schedules, are standard mechanisms to align executive interests with shareholder value creation and to promote executive retention within the energy and midstream sectors.

Comparison to Industry Standards

• The use of restricted phantom units and cash units as part of a long-term incentive plan is a standard practice in executive compensation, comparable to programs at other midstream and energy companies like Enterprise Products Partners L.P. (EPD) or Magellan Midstream Partners, L.P. (MMP, prior to acquisition).
• The disposition of units to cover tax liabilities upon vesting is a common and expected event for equity-based compensation, mirroring practices seen across the S&P 500 for similar executive awards.
• The vesting schedules, extending several years into the future, are typical for promoting long-term commitment and performance, consistent with industry benchmarks for executive retention.

Stakeholder Impact

• Shareholders: The long-term incentive grants align the executive's interests with shareholder value creation, potentially leading to improved long-term performance.
• Employees: The compensation structure for a key executive may serve as a benchmark or motivator for other employees within the company's incentive programs.

Next Steps

• Continued employment of the reporting person is required for the vesting of the restricted phantom units and cash units on their respective future dates.
• The cash units will be settled in cash at their fair market value based on the average closing price of common units for the ten trading days preceding each vesting date.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically the disposition of units for tax purposes and the grant of new long-term incentive awards. These events are expected and do not reflect a change in the company's fundamental outlook or a significant shift in insider sentiment that would warrant a 'buy' or 'sell' recommendation. The transactions primarily serve to align executive interests with long-term shareholder value and are part of standard compensation practices, thus maintaining a 'hold' stance on the stock.

Keywords

Sunoco LP, SUN, Form 4, Insider Transaction, Beneficial Ownership, Restricted Units, Cash Units, Long-Term Incentive Plan, Executive Compensation, Equity Grant