Form 4: CAPL CEO Nifong Jr. Awarded 12,061 Phantom Units

CrossAmerica Partners LP's President and CEO, Charles M. Nifong Jr., was granted 12,061 phantom units, increasing his beneficial ownership to 57,375 derivative securities.

Summary

• Charles M. Nifong Jr., President and CEO of CrossAmerica Partners LP (CAPL), acquired 12,061 phantom units on December 10, 2025.
• Each phantom unit is the economic equivalent of one common unit of CrossAmerica Partners L.P. and includes tandem distribution equivalent rights for cash payments equal to common unit distributions.
• Following this transaction, Charles M. Nifong Jr. beneficially owns a total of 57,375 derivative securities.
• 50% of the granted phantom units will vest ratably over three years, with vesting occurring each December 31 until December 31, 2028.
• The remaining 50% of the grant will vest upon death, disability, or retirement, provided such retirement is not adverse to the Issuer's interests as determined by the Board.
• The 50% portion vesting upon specific events will expire if unvested 20 years from the grant date.

Sentiment

Score: 7

Explanation: The grant of equity to the CEO is generally a positive signal for aligning management and shareholder interests, promoting long-term commitment. However, as a routine compensation disclosure, it typically has a neutral to slightly positive impact on market sentiment rather than being a significant catalyst.

Positives

• The grant of phantom units aligns the interests of President and CEO Charles M. Nifong Jr. with those of common unitholders, as the units are economically equivalent to common units.
• The inclusion of tandem distribution equivalent rights ensures the CEO benefits from distributions paid to common unitholders, further strengthening alignment.
• The vesting schedule, particularly the ratable vesting over three years, incentivizes long-term performance and retention of key management.

Risks

• The value of the phantom units is tied to the performance of CrossAmerica Partners L.P. common units, exposing the holder to market price fluctuations.
• A portion of the grant (50%) has specific vesting conditions tied to death, disability, or retirement, with the retirement clause subject to Board discretion, which could impact the timing or certainty of vesting.
• The 50% portion of the grant that vests upon specific events will expire if unvested 20 years from the grant date, introducing a time-based risk for full realization.

Future Outlook

The grant of phantom units with a multi-year vesting schedule indicates an intention to retain Charles M. Nifong Jr. and align his long-term incentives with the company's performance through December 31, 2028, and potentially beyond for the event-based vesting portion.

Industry Context

The grant of phantom units to a President and CEO is a common practice in executive compensation across various industries, particularly in publicly traded partnerships like CrossAmerica Partners LP. This type of equity-based compensation is designed to align management's financial interests with those of shareholders/unitholders and to incentivize long-term performance and retention.

Comparison to Industry Standards

• The use of phantom units as a form of equity compensation is a standard practice for executive incentives, similar to restricted stock units (RSUs) in corporate structures, aiming to align management with unitholder interests.
• The vesting schedule, with a portion vesting ratably over three years and another portion vesting upon specific events (death, disability, retirement), is a common structure seen in executive compensation packages across comparable energy and master limited partnership (MLP) entities, designed for retention and performance incentives.

Related Party Transactions

• The grant of 12,061 phantom units to Charles M. Nifong Jr., the President and CEO, constitutes a related party transaction as it involves compensation from the issuer to a key executive.

Stakeholder Impact

• Shareholders/Unitholders: The grant aligns the CEO's financial incentives with unitholder returns, potentially fostering long-term value creation.
• Employees: May signal stability in leadership and a commitment to executive retention, which can positively influence employee morale.
• Management: Provides significant long-term incentive compensation, encouraging continued dedication and performance.

Next Steps

• Vesting of 50% of the phantom units ratably over three years, with vesting dates each December 31 until December 31, 2028.
• Potential vesting of the remaining 50% of phantom units upon the occurrence of specific events such as death, disability, or qualifying retirement.

Key Dates

Recommendation

This Form 4 filing details a routine equity grant to the CEO as part of their compensation package. While it positively aligns management's interests with unitholders, it does not present new fundamental information that would significantly alter the investment thesis for CrossAmerica Partners LP. Therefore, a 'hold' recommendation is appropriate, as this event is unlikely to be a major catalyst for a change in stock price or investment strategy.

Keywords

CAPL, CrossAmerica Partners LP, Charles M. Nifong Jr., Form 4, Insider Transaction, Phantom Units, Equity Grant, CEO Compensation, Executive Compensation, Beneficial Ownership