UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2026
CrossAmerica Partners LP
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35711 |
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45-4165414 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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645 Hamilton Street, Suite 400 Allentown, PA |
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18101 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (610) 625-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Units |
CAPL |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 2, 2026, the Board of Directors (the “Board”) of CrossAmerica GP LLC, the general partner (the “General Partner”) of CrossAmerica Partners LP (“CrossAmerica” or the “Partnership”), appointed Maura Topper as President and Chief Executive Officer (“CEO”) of the General Partner, effective as of March 2, 2026. Ms. Topper succeeds Charles M. Nifong, Jr., who departs from his role as President and CEO and a member of the Board as of the same date, having served in those capacities since November 2019. Effective as of March 2, 2026, Mr. Nifong will move to the executive management team of Dunne Manning Holdings LLC (“Dunne Manning”), which is an affiliate of the General Partner and of related entities controlled by Joseph V. Topper, Jr., founder of CrossAmerica and Chairman of the Board.
Prior to her appointment as President and CEO, Ms. Topper served as Chief Financial Officer of the General Partner. Information regarding Ms. Topper’s background and business experience, family relationships with the General Partner’s directors and executive officers and any related party transactions involving Ms. Topper is incorporated by reference herein from the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2026.
The Partnership does not determine the compensation for its executive officers. The compensation philosophy and practices of the Topper Group (referring to Joseph V. Topper, Jr., collectively with his affiliates and family trusts that have ownership interests in the Partnership) are used to determine the total compensation of the Partnership’s executive officers. In connection with her promotion to President and CEO, Ms. Topper’s annual base salary was increased to $500,000 and her target short-term incentive opportunity remained unchanged at 50% of her base salary.
On March 2, 2026, the Board also appointed Jonathan E. Benfield, Chief Accounting Officer of the General Partner, as Interim Chief Financial Officer and Chief Accounting Officer of the General Partner, effective as of March 2, 2026. Mr. Benfield, age 50, was appointed Chief Accounting Officer of the General Partner in March 2022. Mr. Benfield previously served as Chief Accounting Officer of the General Partner from November 5, 2020 to September 10, 2021, and served in a variety of roles since joining the Partnership in 2012, including as the Interim Chief Financial Officer of the General Partner from November 19, 2019 to November 4, 2020 and April 16, 2021 to August 10, 2021. Before joining CrossAmerica, Mr. Benfield worked for four years at PPL Corporation, most recently as Manager of Financial Reporting. He also worked for nine years at Ernst & Young, most recently as Senior Manager in the audit practice. He served on the Board of Trustees of Bally Savings Bank from 2004 to 2012, including as chairman of the board from 2009 to 2012. Mr. Benfield is a Certified Public Accountant and holds a bachelor’s degree in Accounting and Finance from Kutztown University.
In connection with his appointment, and for the period which he serves, as Interim Chief Financial Officer and Chief Accounting Officer, Mr. Benfield’s annual base salary was increased to $325,000 and his target short-term incentive opportunity increased to 50% of his base salary.
Item 7.01 Regulation FD Disclosure
On March 2, 2026, the Partnership issued a press release announcing the executive leadership changes described above in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 and Exhibit 99.1 of Item 9.01 of this report, according to general instruction B.2. of Form 8-K, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. By furnishing the information in Item 7.01 and Exhibit 99.1 of Item 9.01 of this report, the Partnership makes no admission as to the materiality of such information that the Partnership chooses to disclose solely because of Regulation FD.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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Exhibit No. |
Description |
99.1 |
Press Release dated March 2, 2026, regarding the executive leadership changes |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CrossAmerica Partners LP |
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By: |
CrossAmerica GP LLC |
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its general partner |
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By: |
/s/ Keenan D. Lynch |
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Name: |
Keenan D. Lynch |
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General Counsel and Chief Administrative Officer |
Dated: March 2, 2026
CrossAmerica Partners LP Announces President and CEO Transition
Allentown, PA March 2, 2026 – CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or the “Partnership”), a leading wholesale fuels distributor, convenience store operator, and owner and lessor of real estate used in the retail distribution of motor fuels, today announces the appointment of Maura Topper, Chief Financial Officer of CrossAmerica GP LLC, the general partner of CrossAmerica , as the President and CEO of the General Partner, effective as of March 2, 2026. Ms. Topper succeeds Charles Nifong, who departs from his role as President and CEO and a member of the Board of Directors of the General Partner as of the same date, having served in those capacities since November 19, 2019. Effective as of the same time, Mr. Nifong will move to the executive management team of Dunne Manning Holdings LLC, which is an affiliate of the General Partner and of related entities controlled by Joseph V. Topper, Jr., founder of CrossAmerica and Chairman of the Board.
“On behalf of the Board, I want to extend our sincere gratitude to Charles for his dedicated and effective leadership of the Partnership,” said Mr. Topper. He continued, “During the last six years, Charles has overseen CrossAmerica’s strategic pivot back into retail operations, while executing on our asset optimization initiatives and completing several of the largest transactions in CrossAmerica’s history. I am confident that the Partnership is well positioned for continued success in the years to come.” Mr. Topper, who also serves as the CEO of Dunne Manning, added, “I am grateful that Charles will continue to play a key role in our overall business organization, now as a member of the senior leadership team of Dunne Manning. As the assets and operations of that entity continue to grow in scale and complexity, Charles’ experience and talent will be instrumental.” Founded in 2014, Dunne Manning and its affiliates manage a diversified portfolio of real estate assets, investments and business interests on behalf of the Topper family office.
Mr. Nifong commented, “It has been an honor to serve as President and CEO of the Partnership for the past six years. I am proud of the progress CrossAmerica has made and look forward to the continued success of this enterprise over the long term.”
On Ms. Topper’s appointment as President and CEO of the General Partner, Mr. Topper said, “The members of our Board, having had the opportunity to witness firsthand the leadership that Maura has exhibited as CrossAmerica’s CFO during these years, was unanimous in its conviction that she is the best person to lead the Partnership in the next chapters of its growth and evolution. I congratulate Maura on her appointment and, on behalf of the Board, thank her for her willingness to serve in this capacity.”
Ms. Topper commented, “I appreciate the trust that the Board has placed in me to lead CrossAmerica as its President and CEO. I sincerely thank Charles for his leadership, and for his mentorship of me and our entire team. Thanks to the dedication of our entire team and the strength of our business, the Partnership will continue on its successful trajectory as it enters this exciting new chapter.” Before her appointment as President and CEO of CrossAmerica’s General Partner, Maura Topper served as its CFO since August 11, 2021. From 2014 to her appointment as CFO, Ms.
Topper was Vice President and CFO of Dunne Manning. She served as a member of the Board from the Partnership’s initial public offering in 2012 until October of 2014, and again from November of 2019 to the present.
Jonathan E. Benfield, Chief Accounting Officer of the Partnership’s subsidiary entities, has been appointed as the Interim Chief Financial Officer of the General Partner, as of March 2, 2026.
About CrossAmerica Partners LP
CrossAmerica Partners LP is a leading wholesale distributor of motor fuels, convenience store operator, and owner and lessee of real estate used in the retail distribution of motor fuels. Its general partner, CrossAmerica GP LLC, is indirectly owned and controlled by entities affiliated with Joseph V. Topper, Jr., the founder of CrossAmerica Partners and a member of the board of the general partner since 2012. Formed in 2012, CrossAmerica Partners LP is a distributor of branded and unbranded petroleum for motor vehicles in the United States and distributes fuel to approximately 1,600 locations and owns or leases approximately 1,000 sites. With a geographic footprint covering 34 states, the Partnership has well-established relationships with several major oil brands, including ExxonMobil, BP, Shell, Marathon, Valero, Phillips 66 and other major brands. CrossAmerica Partners LP ranks as one of ExxonMobil’s largest distributors by fuel volume in the United States and in the top 10 for additional brands. For additional information, please visit www.crossamericapartners.com.
Contact
Investor Relations: Randy Palmer, rpalmer@caplp.com or 610-625-8000
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this release that state the Partnership’s or management’s expectations or predictions of the future are forward-looking statements. The words “believe,” “expect,” “should,” “intends,” “estimates,” “target” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see CrossAmerica’s Form 10-K or Forms 10-Q filed with the Securities and Exchange Commission, and available on CrossAmerica’s website at www.crossamericapartners.com. The Partnership undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.