CrossAmerica Partners LP

Lessee dealers · 186 · 206 · 392

Company operated · 201 · 154 · 355

Commission agents · 162 · 64 · 226

Total · 549 · 424 · 973

We own or lease properties located in Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Minnesota, Missouri, Mississippi, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Virginia, West Virginia and Wisconsin. We also distribute fuel to sites located in Colorado, Michigan, South Dakota and Vermont. Our site count includes those involved in our retail and wholesale segments. As of December 31, 2025, our wholesale and retail segments operate in 33 and 27 states, respectively.

The following table provides a summary of our sites acquired, changes between customer groups or sold during 2025:

LesseeDealers · CompanyOperated · CommissionAgents · Total

Number at beginning of year · 494 · 365 · 221 · 1,080

Acquired · 2 · 2 · 1 · 5

Changes between customer groups · (37 · 21 · 16 · —

Divested · (67 · (33 · (12 · (112

Number at end of year (a) · 392 · 355 · 226 · 973

Excludes independent commission sites and includes sites where we collect rent but to which we do not distribute motor fuel as well as closed sites.

Our principal executive offices are in Allentown, Pennsylvania in approximately 37,000 square feet of leased office space.

• 615 S BROAD ST LLC Delaware³
• 7000 FRANKFURT AVE LLC Delaware³
• 7424 WEST CHESTER PIKE UPPER DARBY, LLC Pennsylvania³
• 79 NEEDHAM STREET NEWTON, LLC Delaware³
• 799 VALLEY FORGE PHOENIXVILLE LLC Delaware³
• CAP OPERATIONS, INC. Delaware³
• CAP WEST VIRGINIA HOLDINGS, LLC Delaware³
• CAPL JKM HOLDINGS LLC Delaware³
• CAPL JKM PARTNERS LLC Delaware³
• CAPL JKM WHOLESALE LLC Delaware³
• CAPL RETAIL LLC Delaware³
• COBBLER’S CREEK LLC Delaware³
• CROSSAMERICA PARTNERS LP Delaware³
• DELG – UST I, LLC Delaware³
• ERICKSON OIL PRODUCTS, INC. Wisconsin³
• EXPRESS LANE, INC. Florida³
• FLLG – UST I, LLC Delaware³
• FREEDOM VALU CENTERS, INC. Wisconsin³
• HARLEYSVILLE GAS STATION, LLC Delaware³
• JOE’S KWIK MARTS LLC Delaware³
• JOE’S KWIK MARTS MA LLC Massachusetts³
• KYLG – UST I, LLC Delaware³
• LANSDALE GAS STATION LLC Delaware³
• LEHIGH GAS WHOELSALE LLC Delaware³
• LEHIGH GAS WHOLESALE SERVICES, INC. Delaware³
• LGP OPERATIONS LLC Delaware³
• LGP REALTY HOLDINGS GP LLC Delaware³
• LGP REALTY HOLDINGS LP Delaware³
• M & J OPERATIONS, LLC West Virginia³
• MALG - UST II, LLC Delaware³
• MALG – UST I, LLC Delaware³
• MELG – UST I, LLC Delaware³
• MINNESOTA NICE HOLDINGS INC. Delaware³
• NHLG – UST I, LLC Delaware³
• NJLG – UST I, LLC Delaware³
• NTI DROP DOWN ONE, LLC Delaware³
• NYLG – UST I, LLC Delaware³
• OHLG – UST I, LLC Delaware³
• PALG – UST I, LLC Delaware³
• PALG – UST II, LLC Delaware³
• PALG – UST III, LLC Delaware³
• PALG – UST IV, LLC Delaware³
• PALG – UST IX, LLC Delaware³
• PALG – UST V, LLV Delaware³
• PALG – UST VI, LLC Delaware³
• PALG – UST VII, LLC Delaware³
• PALG – UST VIII, LLC Delaware³
• PETROLEUM MARKETERS, INCORPORATED Virginia³
• PM PROPERTIES, INC. Virginia³
• STOP IN FOOD STORES, INC. Virginia³

• New entrants or increased competition in the convenience store industry could result in reduced gross profits.
• General economic, financial and political conditions that are largely out of our control could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders.
• Terrorist attacks and threatened or actual war or armed conflict may adversely affect our business.
• Changes in consumer behavior, preferences and travel as a result of changing economic conditions, labor strikes or otherwise could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders.
• Broad-based business or economic disruptions caused by health crises could adversely affect our business, financial condition, results of operations or cash available for distribution to our unitholders.
• A continued prolonged shortage of qualified labor could have a material adverse effect on our business and results of operations.
• We are subject to extensive government laws and regulations concerning store merchandise and operations, and the cost of compliance with such laws and regulations can be material.
• We are subject to extensive government laws and regulations concerning our Topper Group employees, and the cost of compliance with such laws and regulations can be material.
• We are subject to extensive federal, state and local environmental laws, and the cost of complying with such laws may be material.
• A significant decrease in demand for motor fuel, including increased consumer preference for alternative motor fuels or improvements in fuel efficiency, in the areas we serve would reduce our ability to make distributions to our unitholders.
• Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, operating results and financial condition.
• Increased attention to environmental, social and governance matters and conservation measures may adversely impact our business.
• Unfavorable weather conditions could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders.
• We could be adversely affected if we are not able to attract and retain a strong management team.
• We depend on four principal suppliers for the majority of our motor fuel and one principal supplier for our merchandise. A disruption in supply or a change in our relationship with any one of them could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders.
• Negative events or developments associated with our branded suppliers could have an adverse impact on our revenues.
• We rely on our suppliers to provide trade credit to adequately fund our ongoing operations.
• We could be adversely affected by the creditworthiness and performance of our customers, suppliers and contract counterparties.
• Pending or future litigation could adversely affect our financial condition and results of operations. Litigation and publicity concerning motor fuel or food quality, health and other issues could result in significant liabilities or litigation costs and cause consumers to avoid our retail sites.
• The dangers inherent in the storage and transport of motor fuel could cause disruptions and could expose us to potentially significant losses, costs or liabilities.
• We depend on third-party transportation providers for the transportation of all of our motor fuel. Thus, a significant change or shortage of drivers and/or providers or a significant change in our relationship or commercial terms with any of these providers could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders.
• We are subject to federal, state and local laws and regulations that govern the product quality specifications of the motor fuel that we distribute and sell.
• Our wholesale motor fuel sales are generated under contracts that must be renegotiated or replaced periodically. If we are unable to successfully renegotiate or replace these contracts, then our business, financial condition and results of operations and ability to make distributions to unitholders could be adversely affected.
• We rely on our information technology ("IT") systems, network infrastructure and software as a service providers to manage numerous aspects of our business, and a disruption of these systems could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders.
• Our business and our reputation could be adversely affected by the failure to protect sensitive customer, Topper Group employee or the Partnership's vendor data, whether as a result of cyber security attacks or otherwise, or to comply with applicable regulations relating to data security and privacy.
• Our debt levels and debt covenants may limit our flexibility in obtaining additional financing and in pursuing other business opportunities.
• An increase in interest rates may cause the market price of our common units to decline and a significant increase in or prolonged period of relatively higher interest rates could adversely affect our ability to service our indebtedness.
• The Credit Facility contains operating and financial restrictions that may limit our business, financing activities and ability to make distributions to unitholders.
• We do not own all of the land on which our sites and certain facilities are located, which could result in increased costs and disruptions to our operations.
• We may not be able to lease sites we own or sub-lease sites we lease on favorable terms and any such failure could adversely affect our business, financial condition and results of operations and reduce our ability to make distributions to unitholders.
• We rely on DMI and other third parties to indemnify us for any costs or expenses that we incur for environmental liabilities and third-party claims, regardless of when a claim is made, that are based on environmental conditions in existence prior to specified dates at certain of our sites. To the extent escrow accounts, insurance and/or payments from DMI and/or other third parties are not sufficient to cover any such costs or expenses, our business, financial condition and results of operations and ability to make distributions to unitholders could be adversely affected.
• Risks Inherent in our Structure
• The Topper Group controls the sole member of our General Partner, which has sole responsibility for conducting our business and managing our operations. Our General Partner and its affiliates, including the Topper Group, may have conflicts of interest with us and limited fiduciary duties and they may favor their own interests to the detriment of our unitholders and us.
• The Topper Group or the Board may modify or revoke our cash distribution policy at any time at their discretion. Our Partnership Agreement does not require us to pay any distributions at all.
• We rely on the employees of the Topper Group to provide key management services to our business pursuant to the Omnibus Agreement. If our Omnibus Agreement were to be terminated, we may not be able to find suitable replacements to perform such services for us without interruption to our business or increased costs.
• The liability of the Topper Group is limited under our Omnibus Agreement and we have agreed to indemnify the Topper Group against certain liabilities, which may expose us to significant expenses.
• Our General Partner has limited liability regarding our obligations.
• If we distribute a significant portion of our cash available for distribution to our partners, our ability to grow and make acquisitions could be limited.
• Our Partnership Agreement replaces, eliminates and modifies, as applicable, the duties, including the fiduciary duties, of our General Partner, the Board or any committee thereof, and modifies the burden of proof in any action brought against the General Partner, the Board or any committee thereof.
• Our General Partner’s affiliates, including the Topper Group, may compete with us.
• Holders of our common units have limited voting rights and are not entitled to elect our General Partner or the directors of the Board, which could reduce the price at which the common units will trade.
• Even if holders of our common units are dissatisfied, they may not be able to remove our General Partner.
• Our General Partner interest or the control of our General Partner may be transferred to a third party without unitholder consent.
• Our General Partner has a call right that may require unitholders to sell their common units at an undesirable time or price.
• The market price of our common units could be adversely affected by sales of substantial amounts of our common units in the public or private markets, including sales by the Topper Group or other large holders.
• We may issue unlimited additional units without unitholder approval, which would dilute existing unitholder ownership interests.
• Our General Partner’s discretion in establishing cash reserves may reduce the amount of cash available for distribution to unitholders.
• Our Partnership Agreement restricts the voting rights of unitholders owning 20% or more of our common units.
• Management fees and cost reimbursements due to our General Partner and the Topper Group for services provided to us or on our behalf will reduce cash available for distribution to our unitholders. The amount and timing of such reimbursements will be determined by our General Partner.
• Unitholders may have liability to repay distributions and in certain circumstances may be personally liable for the obligations of the Partnership.
• The NYSE does not require a publicly traded partnership like us to comply with certain of its corporate governance requirements.
• Our tax treatment depends in large part on our status as a partnership for U.S. federal income tax purposes and our otherwise not being subject to a material amount of U.S. federal, state and local income or franchise tax. If the IRS were to treat us as a corporation for U.S. federal income tax purposes or if we were to otherwise be subject to a material amount of additional entity level income, franchise or other taxation for U.S. federal, state or local tax purposes, then our cash available for distribution to our unitholders would be substantially reduced.
• We have subsidiaries that are treated as corporations for U.S. federal income tax purposes and are subject to entity-level U.S. federal, state and local income and franchise tax.
• The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.
• Our unitholders are required to pay taxes on their share of income from us even if they do not receive any cash distributions from us. A unitholder's share of our taxable income, and its relationship to any distributions we make, may be affected by a variety of factors, including our economic performance, transactions in which we engage or changes in law and may be substantially different from any estimate we make in connection with a unit offering.
• Unitholders may be subject to limitations on their ability to deduct interest expense incurred by us.
• Tax gain or loss on the disposition of our common units could be more or less than expected.
• Tax-exempt organizations and non-U.S. persons face unique tax issues from owning common units that may result in adverse tax consequences to them.
• Our unitholders are subject to state and local income taxes and return filing requirements in states and localities where they do not live as a result of investing in our common units.
• We will treat each purchaser of our common units as having the same tax characteristics on a per-unit basis without regard to the actual common units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.
• We prorate our items of income, gain, loss and deduction for U.S. federal income tax purposes and allocate them between transferors and transferees of our common units each month based upon the ownership of our common units on the first business day of each month and as of the opening of the applicable exchange on which our common units are listed, instead of on the basis of the date a particular common unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.
• If a unitholder lends its common units to a short seller to cover a short sale of common units, the unitholder may be considered to have disposed of those common units for U.S. federal income tax purposes. If such event occurs, the unitholder would no longer be treated for U.S. federal income tax purposes as a partner with respect to those common units during the period of the loan and may recognize gain or loss as a result of such deemed disposition.
• We have adopted certain valuation methodologies that may result in a shift of income, gain, loss and deduction between our General Partner and the unitholders. The IRS may challenge this treatment, which could adversely affect the value of the common units.
• If the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it (and some states) may assess and collect any resulting taxes (including any applicable penalties and interest) directly from us, in which case we may require our unitholders and former unitholders to reimburse us for such taxes (including any applicable penalties or interest) or, if we are required to bear such payment, our cash available for distribution to our unitholders might be substantially reduced.