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Partners' Capital | 12 Months Ended
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Dec. 31, 2025
Partners' Capital [Abstract] |
Partners' Capital | Partners’ Capital As of December 31, 2025, Energy Transfer and its subsidiaries owned 28,463,967 common units, which constitutes a 13.9% limited partner interest in the Partnership. As of December 31, 2025, our wholly owned consolidated subsidiaries owned 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”). In connection with the Parkland Acquisition, Sunoc o issued to SunocoCorp 51,517,198 Class D units which are economically equivalent to Sunoco’s publicly traded common units (the “Class D Units”). As of December 31, 2025 the public owned 108,402,887 common units. Common Units Common unit activity for the years ended December 31, 2025 and 2024 was as follows:
| Number of Units
Number of common units at December 31, 2023 | 84,408,014 |
Phantom unit vesting | 277,421 |
NuStar Acquisition | 51,543,100 |
Number of common units at December 31, 2024 | 136,228,535 |
Phantom unit vesting | 294,897 |
Units issued in acquisitions | 343,422 |
Number of common units at December 31, 2025 | 136,866,854 |
Allocation of Net Income Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to Energy Transfer. The calculation of net income allocated to common unitholders was as follows:
| Year Ended December 31,
| 2025 |  | 2024 |  | 2023
Attributable to Common Units |  |  |  |  |
Distributions declared | $ | 548 |  |  | $ | 478 |  |  | $ | 284 |
Distributions (in excess of) less than net income | (235) |  |  | 238 |  |  | 27 |
Common unitholders’ interest in net income | $ | 313 |  |  | $ | 716 |  |  | $ | 311 |
Class C Units The Partners hip has outstanding an aggregate of 16,410,780 Class C Units, all of which are held by wholly owned subsidiaries of the Partnership. Class C Units (i) are not convertible or exchangeable into Common Units or any other units of the Partnership and are non-redeemable; (ii) are entitled to receive distributions of available cash of the Partnership (other than available cash derived from or attributable to any distribution rec eived by the Partnership from Sunoco Retail, the proceeds of any sale of the membership interests of Sunoco Retail, or any interest or principal payments received by the Partnership with respect to indebtedness of Sunoco Retail or its subsidiaries) at a fixed rate equal to $0.8682 per quarter for each Class C Unit outstanding; (iii) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law; (iv) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of Sunoco Retail, or the Partnership’s ownership of any indebtedness of Sunoco Retail or any of its subsidiaries (“Sunoco Retail Items”); (v) will be allocated gross income (other than from Sunoco Retail Items) in an amount equal to the cash distributed to the holders of Class C Units and (vi) will be allocated depreciation, amortization and cost recovery deductions as if the Class C Units were Common Units and 1% of certain allocations of net termination gain (other than from Sunoco Retail Items). Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. Class D Units The Partnership has outstanding an aggregate of 51,517,198 Class D Units, all of which are held by SunocoCorp. Class D Units (i) except as required by law and in addition to the voting rights established in the Partnership Agreement, are entitled to vote; (ii) shall represent limited partnership interests and common unit interests in the Partnership and shall be economically equivalent to other Partnership common units and no distribution may be made in respect of the Partnership’s common units unless an equal distribution is simultaneously made on the Class D Units; and (iii) provide dividend equalization rights for the period beginning on October 31, 2025 and ending December 31, 2027 (the “Equalization Period”), the Partnership shall ensure that SunocoCorp shall have cash necessary and sufficient to pay distributions on each SunocoCorp common unit for each quarter during the Equalization Period in an amount equal to 100% of the distributions paid by the Partnership on each Sunoco common unit during such quarter. Preferred Units In September 2025, the Partnership closed a private offering of 1.5 million of its 7.875% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”) at an offering price of $1,000 per unit. The Partnership received net proceeds of approximately $1.47 billion from the sale of the Series A Preferred Units after deducting the initial purchasers' discount and other estimated offering expenses. The Partnership used the net proceeds from this private offering (i) on the closing date of the Parkland Acquisition to fund a portion of the cash consideration for the Parkland Acquisition, and (ii) prior to the closing date of the Parkland Acquisition, to temporarily reduce the borrowings outstanding under the Partnership's Credit Facility and to pay interest and fees in connection therewith. Distributions on the Series A Preferred Units will be cumulative from the date of original issuance and will be payable semi-annually in arrears commencing on March 18, 2026, when, as, and if declared by Sunoco GP LLC out of legally available funds for such purpose. An initial distribution on the Series A Preferred Units will be paid on March 18, 2026 in an amount equal to approximately $39.38 per Series A Preferred Unit. Incentive Distribution Rights The following table illustrates the percentage allocations of available cash from operating surplus between Sunoco’s common unitholders and the holder of Sunoco IDRs based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus it distributes up to and including the corresponding amount in the column “total quarterly distribution per common unit target amount.” The percentage interests shown for Sunoco’s common unitholders and Sunoco’s IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. Energy Transfer currently owns Sunoco’s IDRs.
|  |  | Marginal percentage interest in distributions
| Total quarterly distribution per Common unit target amount |  | Common Unitholders |  | Holder of IDRs
Minimum Quarterly Distribution | $0.4375 |  | 100 | % |  | — |
First Target Distribution | Above $0.4375 up to $0.503125 |  | 100 | % |  | — |
Second Target Distribution | Above $0.503125 up to $0.546875 |  | 85 | % |  | 15 | %
Third Target Distribution | Above $0.546875 up to $0.656250 |  | 75 | % |  | 25 | %
Thereafter | Above $0.656250 |  | 50 | % |  | 50 | %
Cash Distributions Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive. Cash distributions paid or to be paid with respect to Sunoco common units and Class D Units were as follows:
|  |  |  |  |  | Limited Partners |  |
Period Ended |  | Record Date |  | Payment Date |  | Per Unit Distribution |  | Distributions on Common Units |  | Distributions on Class D Units |  | Distribution to IDR Holders
December 31, 2022 |  | February 7, 2023 |  | February 21, 2023 |  | $ | 0.8255 |  |  | $ | 69 |  |  | $ | — |  |  | $ | 18 |
March 31, 2023 |  | May 8, 2023 |  | May 22, 2023 |  | 0.8420 |  |  | 71 |  |  | — |  |  | 19 |
June 30, 2023 |  | August 14, 2023 |  | August 21, 2023 |  | 0.8420 |  |  | 71 |  |  | — |  |  | 19 |
September 30, 2023 |  | October 30, 2023 |  | November 20, 2023 |  | 0.8420 |  |  | 71 |  |  | — |  |  | 19 |
December 31, 2023 |  | February 7, 2024 |  | February 20, 2024 |  | 0.8420 |  |  | 71 |  |  | — |  |  | 19 |
March 31, 2024 |  | May 13, 2024 |  | May 20, 2024 |  | 0.8756 |  |  | 119 |  |  | — |  |  | 36 |
June 30, 2024 |  | August 9, 2024 |  | August 19, 2024 |  | 0.8756 |  |  | 119 |  |  | — |  |  | 36 |
September 30, 2024 |  | November 8, 2024 |  | November 19, 2024 |  | 0.8756 |  |  | 119 |  |  | — |  |  | 36 |
December 31, 2024 |  | February 7, 2025 |  | February 19, 2025 |  | 0.8865 |  |  | 121 |  |  | — |  |  | 37 |
March 31, 2025 |  | May 9, 2025 |  | May 20, 2025 |  | 0.8976 |  |  | 122 |  |  | — |  |  | 39 |
June 30, 2025 |  | August 8, 2025 |  | August 19, 2025 |  | 0.9088 |  |  | 124 |  |  | — |  |  | 41 |
September 30, 2025 |  | October 30, 2025 |  | November 19, 2025 |  | 0.9202 |  |  | 126 |  |  | — |  |  | 42 |
December 31, 2025 |  | February 6, 2026 |  | February 19, 2026 |  | 0.9317 |  |  | 128 |  |  | 48 |  |  | 60 |
Accumulated Other Comprehensive Income The following table presents the components of AOCI, net of tax:
| December 31, 2025 |  | December 31, 2024
Foreign currency translation adjustment | $ | (6) |  |  | $ | (1) |
Actuarial gains related to pensions and other postretirement benefits | — |  |  | 3 |
Total accumulated other comprehensive income included in partners’ capital, net of tax | $ | (6) |  |  | $ | 2 |

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- Definition The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent + Details
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