CrossAmerica Partners (CAPL) Form 4 Shows New Phantom Unit Grant

Rhea-AI Filing Summary

On 23 Jul 2025 CrossAmerica Partners LP (CAPL) director Kenneth G. Valosky filed Form 4 reporting the grant of 3,154 phantom units, each economically equivalent to one common unit. The award was received at $0 cost as part of the partnership’s director compensation program.

The phantom units vest in a single installment on the first anniversary of the grant, provided Valosky remains on the board, and will be settled in cash or common units at the issuer’s discretion. After the transaction, his derivative holdings total 23,804 phantom units; no acquisitions or dispositions of actual common units were disclosed.

This is a routine, incentive-alignment grant that marginally increases insider exposure but is unlikely to have a material near-term market impact.

Positive

• Director now holds 23,804 phantom units, modestly increasing aligned economic exposure without immediate dilution.

Negative

• None.

Insights

Securities Analyst

TL;DR – Routine equity grant; aligns director incentives, negligible market effect.

The 3,154-unit phantom award is standard board compensation, raising Valosky’s derivative stake to 23,804 units. Because the units vest after one year and can settle in cash or equity, there is no immediate dilution or cash flow impact. While increased insider skin-in-the-game is mildly reassuring, the size (≈0.1% of CAPL’s 38 m units outstanding) is immaterial to valuation or liquidity. I view the filing as neutral for investors.

Corporate Governance Expert

TL;DR – Standard board compensation strengthens alignment; governance status quo.

Phantom units are a prevalent mechanism for MLP boards to mirror unitholder economics without immediate tax events. One-year cliff vesting promotes retention, and settlement optionality gives the issuer flexibility. There are no red flags such as option repricing or accelerated vesting. Overall, the grant maintains accepted governance practices and does not signal any strategic shift.

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^*

Valosky Kenneth G

(Last) (First) (Middle)

645 HAMILTON ST., SUITE 400

(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		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	23,804	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:

	/s/ Christina Casey Best as Attorney in Fact for Kenneth G. Valosky	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

What insider transaction did CAPL report on 23 July 2025?

Director Kenneth G. Valosky was granted 3,154 phantom units at no cost under the equity compensation plan.

How many phantom units does Valosky own after the grant?

His total derivative stake rose to 23,804 phantom units.

When do the newly granted phantom units vest?

They vest in one annual installment on the first anniversary of the 23 Jul 2025 grant date.

Were any actual CAPL common units bought or sold?

No. The Form 4 lists no transactions in non-derivative common units; only the phantom unit grant was reported.

Does the filing have a material impact on CAPL shareholders?

The grant is routine and immaterial; it modestly aligns director incentives but should not affect valuation or dilution in the near term.