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CrossAmerica Partners (CAPL) CEO reports phantom unit vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

CrossAmerica Partners LP reports that President and CEO Charles M. Nifong Jr. had 6,180 phantom units vest into 6,180 common units on December 31, 2025. In connection with this vesting, 1,779 common units were withheld to satisfy tax obligations at a value based on $20.51 per unit. Following these transactions, Nifong directly holds 81,906 common units and 51,195 phantom units, with each phantom unit representing a contingent right to receive one common unit.

Positive

  • None.

Negative

  • None.
Insider Nifong Charles M Jr.
Role President and CEO
Type Security Shares Price Value
Exercise Phantom Units 6,180 $0.00 $0.00
Exercise Common Units 6,180 $0.00 $0.00
Exercise Price or Tax Liability Common Units 1,779 $20.51 $36K
Holdings After Transaction: Phantom Units — 51,195 shares (Direct); Common Units — 81,906 shares (Direct)
Footnotes (5)
  1. F1. Common Units acquired upon vesting of phantom units.
  2. F2. Common units withheld in payment of the reporting person's tax withholding triggered by vesting.
  3. F3. The price at the close of business on the day preceding the vest event.
  4. F4. Each phantom unit represents a contingent right to receive one of the Issuers common units.
  5. F5. December 31, 2025.
Phantom units vested 6,180 units Phantom units exercised/converted into common units on December 31, 2025
Common units acquired from vesting 6,180 units Common units received upon vesting of phantom units on December 31, 2025
Common units withheld for taxes 1,779 units Units withheld to satisfy tax obligations related to vesting
Tax withholding reference price $20.51 per unit Closing price on the day preceding the vest event used for withholding
Post-transaction common units held 81,906 units Direct common unit holdings of the CEO after the reported transactions
Post-transaction phantom units held 51,195 units Phantom unit balance after 6,180 units vested into common units
Phantom Units financial
"Common Units acquired upon vesting of phantom units."
Phantom units are a form of employee compensation that mimics ownership in a company without issuing real shares: recipients receive cash or stock value tied to the company’s share price or performance when the units vest. They matter to investors because phantom units align employee incentives with shareholder value while avoiding share dilution; however, they create future cash obligations and can affect a company’s financial statements and cash flow.
tax withholding financial
"Common units withheld in payment of the reporting person's tax withholding triggered by vesting."
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
contingent right financial
"Each phantom unit represents a contingent right to receive one of the Issuers common units."
Common Units financial
"Each phantom unit represents a contingent right to receive one of the Issuers common units."
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did CAPL President and CEO Charles M. Nifong Jr. report in this Form 4?
Charles M. Nifong Jr. reported the vesting of 6,180 phantom units into common units and the withholding of 1,779 common units to cover tax obligations related to that vesting on December 31, 2025.

How many CrossAmerica Partners (CAPL) phantom units vested for the CEO?
On December 31, 2025, 6,180 phantom units vested for the CEO, converting into an equal number of common units. Each phantom unit represents a contingent right to receive one common unit of CrossAmerica Partners LP.

How many CAPL common units were withheld for taxes in this insider transaction?
A total of 1,779 common units were withheld to satisfy the CEO’s tax withholding obligations, using a per-unit value of $20.51, which reflects the closing price on the day before the vesting event.

What are Charles M. Nifong Jr.’s direct common unit holdings in CAPL after these transactions?
After the reported transactions, Charles M. Nifong Jr. directly holds 81,906 common units of CrossAmerica Partners LP, according to the post‑transaction holdings reported in the filing’s position table.

How many phantom units does the CAPL CEO hold following the vesting event?
Following the December 31, 2025 vesting, the CEO holds 51,195 phantom units. Each phantom unit continues to represent a contingent right to receive one common unit, providing additional equity-linked compensation exposure.
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)
12/31/2025
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 12/31/2025 M 6,180 A (1) 83,685 D
Common Units 12/31/2025 F 1,779(2) D $20.51(3) 81,906 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
Phantom Units (4) 12/31/2025 M 6,180 (5) (5) Common Units 6,180 $0 51,195 D
Explanation of Responses:
1. Common Units acquired upon vesting of phantom units.
2. Common units withheld in payment of the reporting person's tax withholding triggered by vesting.
3. The price at the close of business on the day preceding the vest event.
4. Each phantom unit represents a contingent right to receive one of the Issuers common units.
5. December 31, 2025.
Remarks:
/s/ Christina Casey-Best as Attorney in Fact for Charles M. Nifong, Jr. 01/02/2026
** 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.

Source: View Original Filing on SEC EDGAR