SUNC

Business Context and Reporting Period

Company: SunocoCorp LLC (Ticker: SUNC)
Filing Type: Form 8-K (Current Report)
Date of Report: October 31, 2025
Event: Completion of the strategic transaction (Arrangement) to acquire Parkland Corporation. SunocoCorp became a publicly traded company on the NYSE, with trading expected to commence on November 6, 2025. SunocoCorp now holds a 27.4% interest in Sunoco LP through Sunoco Class D Units.

Key Financial Metrics and Transaction Consideration

Transaction Consideration: The aggregate consideration paid to Parkland shareholders consists of approximately CAD$3,458 million in cash and approximately 51.5 million SunocoCorp Common Units.
Consideration Structure:

• Mix Election: CAD$19.80 cash + 0.295 SunocoCorp Common Units per Parkland Share.
• Cash Election: Approximately CAD$21.82 cash + 0.270 SunocoCorp Common Units per Parkland Share.
• Unit Election: Approximately 0.536 SunocoCorp Common Units per Parkland Share.

Financial Statements: The filing does not provide specific revenue, profit, cash flow, or margin data for SunocoCorp or Parkland. Financial statements and pro forma information are scheduled to be filed within 71 days of this report.

Material Changes and Corporate Structure

Acquisition: Sunoco LP acquired all issued and outstanding common shares of Parkland Corporation, making Parkland an indirect, wholly-owned subsidiary of Sunoco.
Ownership Structure: SunocoCorp holds Sunoco Class D Units, which are economically equivalent to Sunoco Common Units. As of the Effective Time, SunocoCorp owns approximately 27.4% of Sunoco's outstanding common units.
Management: SunocoCorp Management LLC was appointed as the managing member. A new board of directors and executive officers were appointed, including Joseph Kim as President and CEO.
Accounting: Grant Thornton LLP was appointed as the independent registered public accounting firm for the year ended December 31, 2025.

Guidance, Outlook, and Risks

Distribution Policy: SunocoCorp intends to pay regular quarterly cash distributions of substantially all cash available for distribution. Under the Omnibus Agreement, Sunoco is required to ensure SunocoCorp has sufficient cash to pay distributions equal to 100% of distributions paid by Sunoco on each Sunoco Common Unit for the first eight full quarters following the closing.
Forward-Looking Statements: Management anticipates the integration of Parkland but notes significant uncertainties regarding future performance.
Key Risks:

• Dependence on Sunoco and Energy Transfer for operations and governance.
• Volatility in motor fuel prices and demand.
• Conflicts of interest with Energy Transfer.
• Regulatory changes regarding low-carbon economy transitions.
• Cybersecurity threats and supply chain disruptions.

Investor Verification Checklist

• Trading Commencement: Verify the start of trading for SunocoCorp Common Units (SUNC) on the NYSE on November 6, 2025.
• Financial Data: Await the filing of financial statements and pro forma information within 71 days to assess the combined entity's financial health.
• Distribution Alignment: Monitor the first eight quarters to ensure Sunoco meets its obligation to match distributions paid to SunocoCorp unitholders.
• Governance Rights: Review the Amended and Restated Limited Liability Company Agreement (Exhibit 3.2) to understand the limited voting rights of non-managing members.
• Integration Progress: Track the operational integration of Parkland into Sunoco's existing business.