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CrossAmerica Partners (NYSE: CAPL) director gains 3,154 common units via phantom awards

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CrossAmerica Partners LP director Thomas E. Kelso acquired Common Units representing limited partner interests through the vesting and conversion of phantom units. On July 23, 2026, phantom units that were economically equivalent to Common Units converted into 3,154 Common Units, after which Kelso directly owned 12,298 Common Units.

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Insider Kelso Thomas E
Role Director
Type Security Shares Price Value
Exercise Phantom Units F2, F1 0 -- --
Exercise Common Units F1 3,154 -- --
Holdings After Transaction: Phantom Units — 0 shares (Direct); Common Units — 12,298 shares (Direct)
Footnotes (2)
  1. F1. Each phantom unit was the economic equivalent of one common unit ("Common Unit") representing a limited partner interest in CrossAmerica Partners LP (the "Issuer"). The reporting person acquired Common Units upon vesting of the phantom units.
  2. F2. Phantom units vested on July 23, 2026 and were converted into Common Units at the discretion of the Issuer.
Common Units acquired 3154 units Underlying Common Units received upon vesting and conversion of phantom units on July 23, 2026
Holdings after transaction 12298 units Direct Common Units owned by Thomas E. Kelso after the July 23, 2026 transaction
Phantom units converted 3154 units Phantom units economically equivalent to Common Units that vested and converted on July 23, 2026
Phantom Units financial
"Each phantom unit was the economic equivalent of one common unit"
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.
limited partner interest financial
"Common Unit representing a limited partner interest in CrossAmerica Partners LP"
Common Units financial
"The reporting person acquired Common Units upon vesting of the phantom 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 insider transaction did Thomas E. Kelso report for CAPL?

Thomas E. Kelso, a director of CrossAmerica Partners LP, reported acquiring 3,154 Common Units on July 23, 2026 through the vesting and conversion of phantom units that were economically equivalent to Common Units representing limited partner interests in the partnership.

How many CrossAmerica Partners LP Common Units did Kelso acquire in this CAPL transaction?

Kelso acquired 3,154 Common Units of CrossAmerica Partners LP. These units were received when an equal number of phantom units, each economically equivalent to one Common Unit, vested and were converted into Common Units on July 23, 2026 at the issuer’s discretion.

What are phantom units in the CAPL report involving Thomas E. Kelso?

The phantom units were awards whose value was the economic equivalent of one CrossAmerica Partners LP Common Unit. When these phantom units vested on July 23, 2026, they were converted into Common Units, giving Kelso actual limited partner interests instead of synthetic, cash-settled equivalents.

What are Thomas E. Kelso’s CAPL Common Unit holdings after the reported transaction?

After the July 23, 2026 conversion of phantom units, Thomas E. Kelso directly owned 12,298 CrossAmerica Partners LP Common Units. This figure reflects his post-transaction direct holdings of Common Units representing limited partner interests in the partnership.

When did Kelso’s phantom units vest and convert into CAPL Common Units?

Kelso’s phantom units vested and converted into Common Units on July 23, 2026. Upon vesting, phantom units that were economically equivalent to Common Units were converted at the issuer’s discretion into 3,154 Common Units representing limited partner interests.
SEC Form 4
FORM 4UNITED 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*
Kelso Thomas E

(Last)(First)(Middle)
14921 OLD YORK ROAD

(Street)
PHOENIX MARYLAND 21131

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CrossAmerica Partners LP [ CAPL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Units07/23/2026M3,154A(1)12,298D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Units(2)07/23/2026M0 (2) (2)Common Units3,154(1)0D
Explanation of Responses:
1. Each phantom unit was the economic equivalent of one common unit ("Common Unit") representing a limited partner interest in CrossAmerica Partners LP (the "Issuer"). The reporting person acquired Common Units upon vesting of the phantom units.
2. Phantom units vested on July 23, 2026 and were converted into Common Units at the discretion of the Issuer.
Remarks:
Christina Casey-Best as attorney-in-fact for Thomas E. Kelso07/24/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)