CrossAmerica (CAPL) Insider Acquisition: 2,706 Units via 10b5-1 Plan

Rhea-AI Filing Summary

John B. Reilly III, a director and reported 10% owner of CrossAmerica Partners LP (CAPL), purchased common units on August 12, 2025 under a Rule 10b5-1 trading plan. The filing shows an acquisition of 2,706 common units at a weighted average price of $20.0084 per unit, executed in multiple trades that day at prices ranging from $19.825 to $20.3531.

Following the reported purchases, the filing states an indirect beneficial ownership position of 4,967,317 units held through a 2008 irrevocable trust; the reporting person disclaims beneficial ownership except for his pecuniary interest. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Reilly and explicitly notes the trades were made pursuant to an established 10b5-1 plan.

Positive

• Purchase disclosed under a Rule 10b5-1 plan, providing procedural clarity about the trades
• Reporting person retains a substantial indirect stake of 4,967,317 common units via an irrevocable trust

Negative

• 10b5-1 execution limits interpretability of the trades as a signal of contemporaneous insider confidence

Insights

Securities Analyst

TL;DR: Director bought 2,706 units under a 10b5-1 plan; ownership remains concentrated via an irrevocable trust.

The reported purchase of 2,706 common units at a weighted average price of $20.0084 is a specific, non-derivative acquisition executed on 08/12/2025 under a Rule 10b5-1 plan. Such purchases executed under pre-established plans are typically automated and may not reflect real-time management views, but they do increase the reporting person's economic exposure by a measurable amount. Materially, the report highlights an existing substantial indirect stake of 4,967,317 units held through a 2008 irrevocable trust, which indicates long-term alignment between the reporting party and the issuer's equity. Overall impact: routine insider activity with limited immediate market implication.

Corporate Governance Expert

TL;DR: Transaction follows governance best practice documentation (10b5-1); disclosure clarifies indirect ownership via trust.

The Form 4 discloses the reporting person's dual role as a director and a 10% owner and provides transparency on the mechanics of the purchase, including the 10b5-1 plan and the price range for trades. The filing also includes a clear disclaimer about beneficial ownership limits and identifies the indirect holding vehicle as a 2008 irrevocable trust. From a governance standpoint, timely and detailed disclosure reduces compliance risk and helps stakeholders assess potential conflicts. The filing contains no indications of material governance concerns.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Reilly John B. III

(Last) (First) (Middle)

645 HAMILTON STREET, SUITE 600

(Street)

ALLENTOWN PA 18101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CrossAmerica Partners LP [ CAPL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units	08/12/2025		P(1)		2,706	A	$20.0084	4,967,317(2)(3)	I(3)	By 2008 Irrevocable Agreement of Trust of John B Reilly Jr

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These Common Units were purchased under a Rule 10b5-1 trading plan.

2. The price reported in Column 4 is a weighted average price. These units were purchased in multiple transactions on August 12, 2025 at prices ranging from $19.825 to $20.3531 inclusive. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of units and price at which the transaction was effected.

3. The Reporting Person disclaims beneficial ownership of these Common Units except to the extent of his pecuniary interest therein, and the inclusion of these Common Units in this report shall not be deemed an admission of beneficial ownership of all of the reported Common Units for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Christina Casey-Best as Attorney in Fact for John B. Reilly, III	08/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did John B. Reilly III report for CAPL?

He reported the purchase of 2,706 common units of CrossAmerica Partners LP executed on 08/12/2025.

At what price were the CAPL units purchased?

The filing reports a weighted average price of $20.0084 per unit, with trades ranging from $19.825 to $20.3531.

Was the purchase executed under a 10b5-1 trading plan?

Yes. The Form 4 states the units were purchased under a Rule 10b5-1 trading plan.

How many CAPL units does the reporting person beneficially own after the purchase?

The filing reports 4,967,317 units as beneficially owned indirectly following the reported transaction.

Who signed the Form 4 filing for John B. Reilly III?

The Form 4 was signed by Christina Casey-Best as Attorney in Fact for John B. Reilly, III on 08/13/2025.