CAPL 8-K
CrossAmerica Partners LP (CAPL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Certain Officer
On July 20, 2026, the Board of Directors (the “Board”) of CrossAmerica GP LLC, the general partner (the “General Partner”) of CrossAmerica Partners LP (“CrossAmerica” or the “Partnership”), appointed Jonathan E. Benfield to serve as Chief Financial Officer of the General Partner, effective immediately. Prior to this appointment, Mr. Benfield had served as Interim Chief Financial Officer and Chief Accounting Officer of the General Partner since March 2, 2026. Mr. Benfield’s biographical information was previously disclosed in the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2026, which biographical information in Item 5.02 thereof is incorporated herein by reference.
There was no change to Mr. Benfield’s compensation in connection with his appointment as Chief Financial Officer. There are no arrangements or understandings between Mr. Benfield and any other persons pursuant to which he was appointed Chief Financial Officer, and Mr. Benfield has no family relationships with any director or executive officer of the Partnership. In addition, Mr. Benfield does not have a direct or indirect material interest in any transaction that would be required to be disclosed under Item 404(a) of Regulation S-K.
Award of Phantom Unit Grant to Non-Employee Directors
The Board approved the grant under the CrossAmerica Partners LP 2022 Incentive Award Plan (the “Plan”) of phantom units to each of Justin A. Gannon, Thomas E. Kelso, Mickey Kim, Kenneth G. Valosky, Joseph V. Topper, Jr. and John B. Reilly, III (the “Non-Employee Directors”). Pursuant to separate Phantom Unit Award Agreements (the “Agreements”), each of Messrs. Gannon, Kelso, Kim, Valosky, Topper and Reilly has been granted, effective July 21, 2026 (the “Grant Date”), an award of phantom units in an amount equal to the Fair Market Value (as defined in the Plan) of $66,875 on the Grant Date. The Agreements also include awards of distribution equivalent rights (“DERs”, as defined in the Plan) entitling the holder thereof to an amount equal to the distributions authorized to be paid quarterly to holders of common units representing limited partner interests in the Partnership (“Partnership Units”), which payments shall be made on or about the same date as the distributions to holders of Partnership Units. The phantom units awarded to the Non-Employee Directors will fully vest on the first anniversary of the Grant Date, conditioned upon continuous service as a Non-Employee Director. Upon vesting, each phantom unit will entitle the holder to receive a Partnership Unit or cash in an amount equal to the Fair Market Value of a Partnership Unit, as determined at the discretion of the Board or a duly appointed committee thereof.
Item 7.01 Regulation FD Disclosure
On July 21, 2026, the Partnership issued a press release announcing that the Board approved a quarterly distribution of $0.5250 per unit attributable to the second quarter of 2026 (annualized $2.10 per unit), consistent with the first quarter of 2026. The distribution attributable to the second quarter is payable on August 13, 2026 to all unitholders of record on August 3, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K is being furnished pursuant to Regulation FD. The information in Item 7.01 and Exhibit 99.1 of Item 9.01 of this report, according to general instruction B.2. of Form 8-K, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. By filing this Current Report on Form 8-K and furnishing this information, the Partnership makes no admission as to the materiality of any information in this report that the Partnership chooses to disclose solely because of Regulation FD.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
Description |
99.1 |
Press Release dated July 21, 2026, regarding the declaration of a distribution |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CrossAmerica Partners LP |
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By: |
CrossAmerica GP LLC |
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its general partner |
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By: |
/s/ Keenan D. Lynch |
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Name: |
Keenan D. Lynch |
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Title: |
General Counsel and Chief Administrative Officer |
Dated: July 21, 2026
Exhibit 99.1
NEWS RELEASE
CrossAmerica Partners LP Maintains Quarterly Distribution
ALLENTOWN, PA (July 21, 2026) – CrossAmerica Partners LP (NYSE: CAPL) announced today that the Board of Directors of its general partner has approved a quarterly distribution of $0.5250 per unit attributable to the second quarter of 2026 (annualized $2.10 per unit). The distribution attributable to the second quarter is payable on August 13, 2026, to all unitholders of record on August 3, 2026.
CrossAmerica will host a conference call on August 6th at 9:00 a.m. Eastern Time to discuss second quarter 2026 earnings results, which will be released after the market closes on Wednesday, August 5.
About CrossAmerica Partners LP
CrossAmerica Partners is a leading wholesale distributor of motor fuels, convenience store operator, and owner and lessor of real estate used in the retail distribution of motor fuels. Its general partner, CrossAmerica GP LLC, is indirectly owned and controlled by entities affiliated with Joseph V. Topper, Jr., the founder of CrossAmerica Partners and a member of the board of the general partner since 2012. Formed in 2012, CrossAmerica Partners LP is a distributor of branded and unbranded petroleum for motor vehicles in the United States and distributes fuel to approximately 1,500 locations and owns or leases approximately 900 sites. With a geographic footprint covering 34 states, the Partnership has well-established relationships with several major oil brands, including ExxonMobil, BP, Shell, Marathon, Valero, Phillips 66 and other major brands. CrossAmerica Partners ranks as one of ExxonMobil's largest distributors by fuel volume in the United States and in the top 10 for additional brands. For additional information, please visit www.crossamericapartners.com.
Forward Looking Statement
Statements contained in this release that state the Partnership’s or management's expectations or predictions of the future are forward-looking statements. The words "believe," "expect," "should," "intends," "estimates," "target," "plan" and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see CrossAmerica's Forms 10-Q or Form 10-K filed with the Securities and Exchange Commission and available on CrossAmerica's website at www.crossamericapartners.com. The Partnership undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.
Note to Non-United States Investors: This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4. Brokers and nominees should treat one hundred percent (100%) of CrossAmerica Partners LP’s distributions to non-U.S. investors as attributable to income that is effectively connected with a United States trade or business. Accordingly, CrossAmerica Partners LP’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.
Contact – Randy Palmer, [email protected] or 610-625-8000