CrossAmerica Partners (NYSE: CAPL) CEO receives 12,061 phantom units

Rhea-AI Filing Summary

CrossAmerica Partners LP reported an equity compensation grant to its President and CEO, who also serves as a director. On 12/10/2025, the executive received 12,061 phantom units, each economically equivalent to one common unit and carrying rights to receive cash equal to common unit distributions. Following this grant, the executive beneficially owns 57,375 derivative securities.

Half of the phantom unit award will vest ratably over three years, on each December 31 through December 31, 2028. The remaining 50% will vest upon death, disability, or certain retirements deemed not adverse to the issuer’s interests, and any unvested portion of that half will expire 20 years from the grant date.

Insights

Equity compensation analyst

CEO receives 12,061 long-term phantom units with time- and event-based vesting.

The reporting shows that the President and CEO of CrossAmerica Partners LP was granted 12,061 phantom units on December 10, 2025. These units are economically equivalent to common units and include distribution equivalent rights, meaning the holder is entitled to cash equal to distributions paid on common units.

Vesting is split: 50% vests ratably over three years on each December 31 through December 31, 2028, creating a multi‑year retention incentive. The other 50% vests upon death, disability, or qualifying retirement and otherwise can remain unvested for up to 20 years from grant before expiring. After this grant, the executive holds 57,375 derivative securities directly, aligning compensation with the value and distributions of the partnership’s common units.

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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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^*

Nifong Charles M Jr.

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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)	12/10/2025		A		12,061(1)		(2)	(2)	Common Units	12,061	$0	57,375	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. 50% of the grant will vest ratably over three years, each as of December 31, until December 31, 2028. 50% of the grant will vest upon death or disability, or retirement if such retirement is not adverse to the interests of the Issuer, as determined by the Board in its sole discretion. This 50% portion will expire, if unvested 20 years from the grant date.

Remarks:

	/s/ Christina Casey-Best as Attorney in Fact for Charles M. Nifong, Jr.	12/12/2025
	** 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 equity award did CrossAmerica Partners LP (CAPL) grant to its CEO?

On December 10, 2025, the President and CEO of CrossAmerica Partners LP received 12,061 phantom units, each economically equivalent to one common unit.

How do the CAPL phantom units granted to the CEO work economically?

Each phantom unit is the economic equivalent of one common unit and includes distribution equivalent rights, providing cash payments equal to distributions on common units.

What is the vesting schedule for the 12,061 phantom units at CAPL?

50% of the grant vests ratably over three years on each December 31 through December 31, 2028, while the remaining 50% vests upon death, disability, or certain retirements.

When do the unvested CAPL phantom units expire?

The portion that vests upon death, disability, or qualifying retirement will expire 20 years from the grant date if it remains unvested.

How many derivative securities does the CAPL CEO own after this grant?

Following the reported transaction, the CEO beneficially owns 57,375 derivative securities, held directly.

What is the CEO’s relationship to CrossAmerica Partners LP as reported?

The reporting person is identified as both a Director and an Officer, serving as President and CEO of CrossAmerica Partners LP.