CrossAmerica Director Compensation: 3,154 Phantom Units Awarded to Kelso

Rhea-AI Filing Summary

On 23 Jul 2025, CrossAmerica Partners LP (CAPL) filed a Form 4 indicating that director Thomas E. Kelso received an equity-linked award of 3,154 phantom units. Each phantom unit equals one common unit and carries distribution-equivalent rights. The grant was reported under transaction code “A” at $0, raising Kelso’s derivative holdings to 9,144 phantom units.

The phantom units vest in a single installment on the first anniversary of the grant, contingent on continuous board service, and may be settled in either cash or common units at the issuer’s discretion. No open-market trades of CAPL common units were disclosed, and ownership remains direct. The filing reflects routine director compensation and has no immediate impact on the partnership’s capital structure or liquidity.

Insights

Securities Analyst

TL;DR: Routine director equity grant; immaterial to CAPL valuation or float.

The 3,154-unit phantom award to Director Kelso is standard board compensation, representing roughly 0.01 % of CAPL’s 35 m-unit float—far too small to influence supply, demand, or governance control. Because phantom units settle in cash or units at the issuer’s option after a one-year vest, dilution risk is negligible. The transaction aligns management incentives with unitholders but does not signal insider sentiment since it was not an open-market purchase. Overall, I view the filing as neutral for investors and rate its market impact as minimal.

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

1. Name and Address of Reporting Person^*

Kelso Thomas E

(Last) (First) (Middle)

14921 OLD YORK ROAD

(Street)

PHOENIX MD 21131

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

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

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

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
Phantom Units(1)	(1)	07/23/2025		A		3,154(1)		(2)	(2)	Common Units	3,154	$0	9,144	D

Explanation of Responses:

1. Each phantom unit is the economic equivalent of one common unit ("Common Unit") representing a limited partner interest in CrossAmerica Partners L.P. and is accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of distributions authorized to be paid to the holders of Common Units.

2. The phantom units will vest in one annual installment on the anniversary of the grant date, provided the reporting person was in continuous service as a director to the Issuer as of the vesting date, and when vested will be converted into either cash or common units, at the discretion of the Isser.

Remarks:

	Christina Casey-Best as attorney-in-fact for Thomas E. Kelso	07/23/2025
	** 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

How many phantom units were granted to CAPL Director Thomas E. Kelso?

3,154 phantom units were granted according to the Form 4.

What is the transaction date recorded on CAPL's Form 4 filing?

The transaction date is 07/23/2025.

When will the newly granted phantom units to Kelso vest?

They vest in one annual installment on the first anniversary of the grant date.

How many derivative securities does Kelso own after this grant?

He now beneficially owns 9,144 phantom units.

Do phantom units in CAPL carry distribution rights?

Yes, each phantom unit includes distribution-equivalent rights equal to cash distributions on common units.