CAPL (CAPL) CEO granted common units, withholds units to cover taxes

Rhea-AI Filing Summary

CrossAmerica Partners LP director and President/CEO Charles M. Nifong Jr. reported equity compensation activity in common units. He acquired 6,255 fully vested common units through the 2025 Performance-Based Bonus Compensation Policy and 6,392 fully vested common units through a 2022 Performance Unit Award, both at no cash cost to him.

To satisfy tax withholding obligations, 2,004 and 1,839 common units were withheld and disposed of at a price of $20.78 per unit, characterized as payment of tax liability by delivering securities rather than open-market sales. Following these transactions, his direct ownership stood at 90,710 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
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^*

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)
02/24/2026

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	02/24/2026		A		6,255	A	(1)	88,161	D
Common Units	02/24/2026		F		2,004(2)	D	$20.78(3)	86,157	D
Common Units	02/24/2026		A		6,392	A	(4)	92,549	D
Common Units	02/24/2026		F		1,839(2)	D	$20.78(3)	90,710	D

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. Fully vested common units acquired through the 2025 Performance-Based Bonus Compensation Policy.

2. Common units withheld in payment of the reporting person's tax withholding.

3. The closing price of Issuer's common units on the trading day prior to the applicable date.

4. Fully vested common units acquired through the 2022 Performance Unit Award.

Remarks:

	/s/ Christina Casey-Best as Attorney in Fact for Charles M. Nifong, Jr.	02/25/2026
	** 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 transactions did CAPL’s CEO Charles M. Nifong Jr. report on this Form 4?

Charles M. Nifong Jr. reported grants of fully vested common units and related tax-withholding dispositions. He received 6,255 units under a 2025 bonus policy and 6,392 units from a 2022 performance award, with some units withheld to cover tax obligations.

Were the CAPL Form 4 transactions open-market buys or sells of units?

The Form 4 transactions were not open-market trades. Units were acquired as fully vested equity awards, and units disposed of were withheld to pay tax liabilities at $20.78 per unit, rather than sold at the insider’s discretion in the open market.

How many CrossAmerica Partners LP units did the CEO acquire as awards?

The CEO acquired 6,255 fully vested common units through the 2025 Performance-Based Bonus Compensation Policy and 6,392 fully vested common units through a 2022 Performance Unit Award. Both awards were reported at a transaction price of $0.00 per unit, reflecting non-cash compensation.

How many CAPL units were used to cover the CEO’s tax withholding?

A total of 2,004 and 1,839 common units were withheld to cover the CEO’s tax withholding obligations. These tax-withholding dispositions occurred at a stated price of $20.78 per unit, described as payment of tax liability by delivering securities instead of cash.

What is Charles M. Nifong Jr.’s direct ownership in CAPL units after these transactions?

After the reported equity grants and tax-withholding dispositions, Charles M. Nifong Jr.’s direct ownership was 90,710 common units. This figure reflects his holdings following the final transaction reported in the Form 4 for the stated transaction date.

What compensation programs generated the CAPL unit awards for the CEO?

The common unit awards came from two compensation programs. One grant of fully vested units was under the 2025 Performance-Based Bonus Compensation Policy, and another grant of fully vested units was under a 2022 Performance Unit Award linked to prior performance criteria.