Unit-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Sunoco Phantom Units. The Partnership has issued phantom units to its employees and non-employee directors, which vest 60% after three years and 40% after five years. Phantom units have the right to receive distributions prior to vesting. The fair value of

these units is the market price of Sunoco’s common units on the grant date, and is amortized over the five-year vesting period using the straight-line method. Unit-based compensation expense related to the Partnership included in our consolidated statements of operations and comprehensive income was $19 million, $17 million and $17 million for the years ended December 31, 2025, 2024 and 2023, respectively. The total fair value of phantom units vested for the years ended December 31, 2025, 2024 and 2023, was $16 million, $14 million and $16 million, respectively, based on the market price of Sunoco’s common units as of the vesting date. Unrecognized compensation expenses related to our unvested phantom units totaled $68 million as of December 31, 2025, which are expected to be recognized over a weighted average period of 3.17 years.

Phantom unit award activity for the year ended December 31, 2025 consisted of the following:


	Number of Phantom Common Units	Weighted Average Grant Date Fair Value




Outstanding at January 1, 2025	1,542,700	$	46.83
Granted	730,078	54.79
Vested	(442,386)	36.60
Forfeited	(59,020)	48.22
Outstanding at December 31, 2025	1,771,372	$	52.49

Sunoco Cash Restricted Units. Beginning in 2024, the Partnership also granted cash restricted units, which vest through three years of service. A cash restricted unit entitles the award recipient to receive cash equal to the market value of one Sunoco common unit upon vesting. For the years ended December 31, 2025 and 2024, the Partnership granted a total of 217,432 and 134,225 cash restricted units, respectively. As of December 31, 2025, the Partnership had outstanding grants of cash restricted units totaling 303,179.

SunocoCorp Long-Term Incentive Plan

SunocoCorp has established a long-term incentive plan, under which equity awards have been granted to its non-employee directors, as well as certain of the Partnership’s international employees. Compensation expense associated with grants to Partnership employees will be recognized by the Partnership over the vesting period.

SunocoCorp Phantom Units. As of December 31, 2025, SunocoCorp had granted 183,813 phantom units, which have similar vesting provisions to those issued by the Partnership, as discussed above. The fair value of these units is the market price of SunocoCorp common units on the grant date, and is amortized over the vesting period using the straight-line method. Total unrecognized compensation expenses related to SunocoCorp unvested phantom units totaled $9 million as of December 31, 2025, which are expected to be recognized over a weighted average period of 3.8 years. The fair value of unvested phantom units outstanding as of December 31, 2025 totaled $9 million.

Phantom unit award activity for the year ended December 31, 2025 consisted of the following:


	Number of Phantom Common Units	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2025	—	$	—
Granted	183,813	51.24
Vested	—	—
Forfeited	—	—
Outstanding at December 31, 2025	183,813	$	51.24

Cash Restricted Units. In December 2025, SunocoCorp issued 61,171 cash restricted units under its long-term incentive plan to the Partnership’s international employees who contributed to the Partnership’s international operations. The compensation expense associated with these awards will be recognized by the Partnership over the vesting period of three years.