CrossAmerica Partners LP (NYSE: CAPL)

CrossAmerica Partners LP is a Delaware limited partnership formed in 2011 that engages in the wholesale distribution of motor fuel and the ownership and leasing of real estate used in the retail distribution of motor fuel. The partnership also generates revenue from the operation of company operated retail sites. CrossAmerica Partners LP is controlled by the Topper Group which appoints the board and manages partnership activities and as of February 20 2026 holds a 38 5 percent limited partner interest. The principal executive office is located at 645 Hamilton Street Suite 400 Allentown PA 18101 and the partnership trades on the NYSE under the ticker CAPL. CrossAmerica Partners LP conducts its business through two operating segments retail and wholesale. As of December 31 2025 the partnership owned or leased approximately 1 000 sites of which 352 were operated as company operated sites. In total CrossAmerica Partners LP distributed motor fuel to about 1 600 sites located in 34 states. The partnership ranks among the ten largest independent distributors of motor fuel volume for ExxonMobil BP and Marathon and also distributes Shell Valero and Phillips 66 branded fuels with roughly 95 percent of the motor fuel distributed in 2025 being branded.

CrossAmerica Partners LP generates revenue from several sources. The wholesale segment sells motor fuel to lessee dealers and independent dealers under rack based or DTW contracts receiving a per gallon rate that equals the posted rack price less any applicable discounts plus transportation costs taxes and a fixed fee for approximately 54 percent of gallons sold. The remaining gallons are sold through retail sales at company operated sites or through variable market based pricing under DTW arrangements. At company operated sites the partnership also earns revenue from the retail sale of convenience merchandise such as food beverages and other store items. Additionally CrossAmerica Partners LP earns rental income by leasing or subleasing its owned or leased real estate to tenants the majority of which are wholesale customers. The partnership owns about 56 percent of the properties it leases to dealers or uses in its retail business and lease agreements with third party landlords have an average remaining term of 3 3 years as of December 31 2025. Rental income is derived from lessee dealer sites company operated retail sites and commission agent sites.

The company operates through the following segments: retail and wholesale.

• The retail segment includes the sale of convenience merchandise at company operated sites and the retail sale of motor fuel at company operated and commission sites. At company operated sites the partnership owns or leases the property operates the site retains all profits from motor fuel and retail site operations owns the merchandise inventory and retains profits from the sale of convenience merchandise owns the motor fuel inventory sets the motor fuel pricing and maintains inventory from the time of purchase from third party suppliers until the retail sale to the end customer typically keeping about five days worth of motor fuel in inventory at each site. Motor fuel required by company operated sites is distributed by LGW and CAPL JKM Wholesale to LGWS and Joe’s Kwik Marts which own the motor fuel inventory and sell motor fuel to retail customers with LGW and CAPL JKM Wholesale recording qualifying wholesale motor fuel distribution gross income and LGWS and Joe’s Kwik Marts recording the non qualifying retail sale. At commission sites the partnership owns or leases the property and then leases or subleases the site to a commission agent who pays rent operates the non fuel related operations for its own account while the partnership retains ownership of the motor fuel inventory sets the motor fuel pricing and generates revenue from the retail sale of motor fuels to the end customer paying the commission agent a commission for each gallon of motor fuel sold. LGW distributes motor fuel to LGWS which owns the motor fuel inventory and sells motor fuel to retail customers with LGW recording qualifying wholesale motor fuel distribution gross income and LGWS recording the non qualifying retail sale. As of December 31 2025 the average remaining motor fuel distribution and lease agreement term for commission agents was 1 6 years.

• The wholesale segment includes the wholesale distribution of motor fuel to lessee dealers and independent dealers. For lessee dealers the partnership owns or leases the property and then leases or subleases the site to a dealer who owns all motor fuel and retail site inventory and sets its own pricing and gross profit margins while the partnership collects wholesale motor fuel margins at rack based or DTW pricing under exclusive distribution contracts that run concurrent with the retail site lease period generally three to ten years and are typically triple net leases with an average remaining lease agreement term of 2 3 years as of December 31 2025. For independent dealers the dealer owns or leases the property and owns all motor fuel and convenience store inventory while the partnership contracts to exclusively distribute motor fuel to the independent dealer at rack based pricing or in some cases DTW under distribution contracts that typically run seven to twenty years in length with an average remaining distribution contract term of 5 8 years as of December 31 2025. Under both lessee dealer and independent dealer arrangements the partnership agrees to supply a particular branded or unbranded motor fuel to a site or group of sites and arranges for all transportation.

CrossAmerica Partners LP holds a strong position within the motor fuel distribution and convenience store industry as one of the ten largest independent distributors by volume for major integrated oil companies such as ExxonMobil BP and Marathon. The partnership benefits from stable cash flows derived from diversified operations that include rental income motor fuel distribution and retail convenience store sales. It has an established history of acquiring sites and successfully integrating those sites and operations into its existing business. Long term relationships with major integrated oil companies and other key suppliers support negotiations and enable collaborative work that maximizes benefits to the partnership. The partnership also owns or leases prime real estate locations in high traffic areas with considerable motor fuel consumption which enhances its competitive advantage. Competition in the convenience store sector is highly competitive and fragmented with rivals ranging from other retail chains and independently owned sites to supermarkets drugstores discount stores dollar stores club stores and hypermarkets where factors such as location ease of access product selection motor fuel brands pricing customer service store appearance and cleanliness are decisive. In the wholesale motor fuel distribution arena the partnership competes with other motor fuel distributors on the basis of customer service reliability availability of products and price.

CrossAmerica Partners LP serves a diverse customer base that includes independent dealers who own or lease their own property and inventory lessee dealers who lease the property from the partnership and operate the site under agreed terms commission agents who rent sites from the partnership to operate non fuel related businesses while the partnership supplies motor fuel and company operated sites that sell fuel and convenience merchandise directly to end consumers. The partnership also supplies motor fuel to sub wholesalers and commercial accounts through its wholesale channel. While specific customer names are not disclosed in the filing the partnership’s customers span a broad range of fuel dealers retailers and commercial users across 34 states.