Energy Transfer LPET
Energy Transfer LP Stock Compensation Disclosure
EQUITY INCENTIVE PLANS:
We, Sunoco LP and USAC, have issued equity incentive plans for employees, officers and directors, which provide for various types of awards, including options to purchase Common Units, restricted units, phantom units, distribution equivalent rights (“DERs”), common unit appreciation rights, cash restricted units and other equity-based compensation awards. As of December 31, 2025, an aggregate total of 33.1 million Energy Transfer Common Units remain available to be awarded under our equity incentive plans.
Energy Transfer Long-Term Incentive Plan
We have granted restricted unit awards to employees that vest over a specified time period, typically a five-year service vesting requirement, with vesting based on continued employment as of each applicable vesting date. Upon vesting, Energy Transfer Common Units are issued. These unit awards entitle the recipients of the unit awards to receive, with respect to each Common Unit subject to such award that has not either vested or been forfeited, a cash payment equal to each cash distribution per Common Unit made by us on our Common Units promptly following each such distribution by us to our Unitholders. We refer to these rights as “distribution equivalent rights.” Under our equity incentive plans, our non-employee directors each receive grants with a five-year service vesting requirement.
The following table shows the activity of the awards granted to employees and non-employee directors:
| Number of Units | Weighted Average Grant-Date Fair Value Per Unit | ||||||||||
| Unvested awards as of December 31, 2024 | 36.1 | $ | 13.18 | ||||||||
| Awards granted | 9.4 | 16.85 | |||||||||
| Awards vested | (9.5) | 10.20 | |||||||||
| Awards forfeited | (0.8) | 13.70 | |||||||||
| Unvested awards as of December 31, 2025 | 35.2 | $ | 14.98 | ||||||||
During the years ended December 31, 2025, 2024, and 2023, the weighted average grant-date fair value per unit award granted was $16.85, $18.95 and $13.78, respectively, and the total fair value of awards vested was $161 million, $194 million and $106 million, respectively, based on the market price of the respective Common Units as of the vesting date. As of December 31, 2025, a total of 35.2 million unit awards remain unvested, for which Energy Transfer expects to recognize a total of $332 million in compensation expense over a weighted average period of 2.9 years.
Cash Restricted Units. The Partnership has also granted cash restricted units, which vest through 3 years of service. A cash restricted unit entitles the award recipient to receive cash equal to the market value of one Energy Transfer Common Unit upon vesting. For the years ended December 31, 2025, 2024 and 2023, the Partnership granted a total of 3.1 million, 2.8 million and 3.2 million cash restricted units, respectively. As of December 31, 2025, a total of 5.9 million cash restricted units were unvested. As of December 31, 2025, the Partnership’s consolidated balance sheet reflected aggregate liabilities of $3.8 million related to cash restricted units.
Subsidiary Long-Term Incentive Plans
Each of SunocoCorp, Sunoco LP and USAC has granted restricted or phantom unit awards (collectively, the “Subsidiary Unit Awards”) to employees and directors that entitle the grantees to receive common units of the respective subsidiary. In some cases, at the discretion of the respective subsidiary’s compensation committee, the grantee may instead receive an amount of cash equivalent to the value of common units upon vesting. Substantially all of the Subsidiary Unit Awards are time-vested grants, which generally vest over a three or five-year period, that entitles the grantees of the unit awards to receive an amount of cash equal to the per unit cash distributions made by the respective subsidiaries during the period the restricted unit is outstanding.
The following table summarizes the activity of the Subsidiary Unit Awards:
| SunocoCorp | Sunoco LP | USAC | |||||||||||||||||||||||||||||||||||||||||||||
| Number of Units | Weighted Average Grant-Date Fair Value Per Unit | Number of Units | Weighted Average Grant-Date Fair Value Per Unit | Number of Phantom Units | Weighted Average Grant-Date Fair Value Per Phantom Unit | Number of Restricted Units | Weighted Average Grant-Date Fair Value Per Restricted Unit | ||||||||||||||||||||||||||||||||||||||||
| Unvested awards as of December 31, 2024 | — | $ | — | 1,542,700 | $ | 46.83 | 1,320,316 | $ | 18.59 | 323,390 | 22.25 | ||||||||||||||||||||||||||||||||||||
| Awards granted | 183,813 | 51.24 | 730,078 | 54.79 | — | — | 392,422 | 24.26 | |||||||||||||||||||||||||||||||||||||||
| Awards vested | — | — | (442,386) | 36.60 | (797,412) | 17.03 | — | — | |||||||||||||||||||||||||||||||||||||||
| Awards forfeited | — | — | (59,020) | 48.22 | (220,570) | 18.82 | (69,430) | 22.25 | |||||||||||||||||||||||||||||||||||||||
| Unvested awards as of December 31, 2025 | 183,813 | $ | 51.24 | 1,771,372 | $ | 52.49 | 302,334 | $ | 20.16 | 646,382 | 23.84 | ||||||||||||||||||||||||||||||||||||
The total fair value of Subsidiary Unit Awards vested for the years ended December 31, 2025, 2024 and 2023 was $29 million, $29 million and $37 million, respectively, based on the market price of SunocoCorp, Sunoco LP and USAC common units as of the vesting date. As of December 31, 2025, estimated compensation cost related to Subsidiary Unit
Awards not yet recognized was $93 million, and the weighted average period over which this cost is expected to be recognized in expense is 3.2 years.
As of December 31, 2025, SunocoCorp, Sunoco LP and USAC also had outstanding grants of cash restricted units totaling 61,171 units, 303,179 units and 172,405 units, respectively, for which an aggregate liability of $0.1 million is included on the Partnership’s consolidated balance sheet.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 14, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 17, 2023 | |
| 2019 | Feb 21, 2020 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.