CrossAmerica Partners LP

Previous wording

the availability and cost of competing motor fuel resources;

Current wording

the availability and cost of competing motor fuel resources and convenience merchandise;

Previous wording

motor fuel price volatility, including as a result of the conflict in Ukraine or in the Middle East;

Current wording

motor fuel price volatility, including as a result of the conflict in Ukraine or in the Middle East and geopolitical developments around Venezuela and Greenland;

Previous wording

The prices paid to our motor fuel suppliers for wholesale motor fuel (which affects our cost of sales) are highly correlated to the price of crude oil. The crude oil commodity markets are highly volatile, and the market prices of crude oil, and, correspondingly, the market prices of wholesale motor fuel, experience significant and rapid fluctuations. For approximately 54% of gallons sold, we receive a per gallon rate equal to the posted rack price, less any applicable discounts, plus transportation costs, taxes and a fixed rate per gallon of motor fuel. The remaining gallons are either retail sales or wholesale DTW contracts that provide for variable, market-based pricing.

Current wording

The prices paid to our motor fuel suppliers for wholesale motor fuel (which affects our cost of sales) are highly correlated to the price of crude oil. The crude oil commodity markets are highly volatile, and the market prices of crude oil, and, correspondingly, the market prices of wholesale motor fuel, experience significant and rapid fluctuations. For approximately 55% of gallons sold, we receive a per gallon rate equal to the posted rack price, less any applicable discounts, plus transportation costs, taxes and a fixed rate per gallon of motor fuel. The remaining gallons are either retail sales or wholesale DTW contracts that provide for variable, market-based pricing.

Previous wording

As part of our evaluation of the highest and best use class of trade for each of our properties, we divest certain assets, often lower performing properties. These sales generate gains or impairment charges depending on the site; see Notes 3 and 5 to the financial statements for additional information. These sales result in reductions in gross profit and operating income in the wholesale and retail segments. For many of these divestitures, we continue to supply the sites with fuel through long-term supply contracts. When we sell a lessee dealer site with continued fuel supply, the site is converted from a lessee dealer site to an independent dealer site but remains in the wholesale segment. When we sell company operated or commission agent sites with continued fuel supply, the site is converted from being operated in our retail segment to being operated as an independent dealer site in our wholesale segment.

Current wording

As part of our evaluation of the highest and best use class of trade for each of our properties, we divest certain assets, often lower performing properties. These sales generate gains or impairment charges depending on the site; see Notes 2 and 4 to the financial statements for additional information. These sales result in reductions in gross profit and operating income in the wholesale and retail segments. For many of these divestitures, we continue to supply the sites with fuel through long-term supply contracts. When we sell a lessee dealer site with continued fuel supply, the site is converted from a lessee dealer site to an independent dealer site but remains in the wholesale segment. When we sell company operated or commission agent sites with continued fuel supply, the site is converted from being operated in our retail segment to being operated as an independent dealer site in our wholesale segment.

Previous wording

Operating revenues decreased $107 million (10%) and operating income increased $1 million (4%). Significant items impacting these results were:

Current wording

Operating revenues decreased $20.6 million (2%) and operating income increased $21.7 million. Significant items impacting these results were:

Previous wording

Revenues from fuel sales decreased $368 million (13%) due primarily to a 9% decrease in our consolidated average fuel selling price. The average spot price of WTI crude oil decreased 14% to $67.31 per barrel for the first nine months of 2025, compared to $78.58 per barrel for the same period of 2024. In addition, volume decreased 5% due to the net loss of independent dealer contracts and a reduction in volume in our base business. The decrease in fuel sales was partially offset by a $17 million (6%) increase in merchandise revenues driven by an increase in sales in our base business as well as an increase in our average company operated site count due to the conversion of certain lessee dealer sites to company operated sites, partially offset by the sale of certain company operated sites in connection with our real estate rationalization effort.

Current wording

Revenues from fuel sales decreased $19.6 million (3%) due primarily to a 6% decrease in volume due to the net loss of independent dealer contracts and a reduction in volume in our base business. Rent income decreased $2.6 million (15%) due to the sale of certain lessee dealer sites in connection with our real estate optimization effort as well as the conversion of certain lessee dealer sites to company operated and commission agent sites. These decreases were partially offset by a $1.3 million (1%) increase in merchandise revenues driven by an increase in sales in our base business.

Previous wording

Cost of sales decreased $101 million (10%) due primarily to a lower cost per gallon and lower volume driven by the same drivers as discussed above.

Current wording

Cost of sales decreased $28.5 million (4%), due primarily to lower volume, driven by the same drivers as discussed above.

Previous wording

Gross profit decreased $6.5 million (6%) due primarily to a decrease in aggregate motor fuel gross profit as well as a decrease in rent gross profit in our wholesale segment, partially offset by an increase in merchandise gross profit in our retail segment. See “Results of Operations—Segment Results” for additional gross profit analyses.

Current wording

Gross profit increased $7.8 million (9%) due primarily to an increase in motor fuel and merchandise gross profit in our retail segment, partially offset by a decrease in motor fuel and rent gross profit in our wholesale segment. See “Results of Operations—Segment Results” for additional gross profit analyses.

Previous wording

General and administrative expenses decreased $0.8 million (11%) primarily driven by lower legal fees and equity compensation expense.

Current wording

General and administrative expenses decreased $1.2 million (15%) primarily driven by lower legal fees and equity compensation expense.

Previous wording

During the nine months ended September 30, 2025, we recorded $42.5 million in net gains in connection with our ongoing real estate rationalization effort, partially offset by $1.7 million of net losses on lease terminations and asset disposals.

Current wording

During the three months ended March 31, 2026, we recorded $6.3 million in net gains in connection with our ongoing real estate rationalization effort, partially offset by $0.2 million of net losses on lease terminations and asset disposals.

Previous wording

During the three months ended September 30, 2024, we recorded $5.3 million in net gains in connection with our ongoing real estate rationalization effort, partially offset by $0.6 million of net losses on lease terminations and asset disposals.

Current wording

During the three months ended March 31, 2025, we recorded $5.6 million in net gains in connection with our ongoing real estate rationalization effort, partially offset by $0.6 million of net losses on lease terminations and asset disposals.

Previous wording

Interest expense decreased $2.4 million (17%) due to a lower average SOFR rate along with a lower average outstanding debt balance resulting from applying the proceeds from site sales to our Credit Facility.

Current wording

Interest expense decreased $2.1 million (16%) due to a lower average outstanding debt balance resulting from applying the proceeds from site sales to our Credit Facility as well as a lower average SOFR rate. These decreases were partially offset by a $0.2 million increase in interest expense on our finance lease obligations as a result of the reassessment of the accounting for our lease with Getty required by the amendment of this lease during the first quarter of 2026. See Note 6 to the financial statements for additional information.

Previous wording

We recorded income tax expense (benefit) of $3.2 million and $(1.7) million for the nine months ended September 30, 2025 and 2024, respectively, driven by income generated (losses incurred) by our taxable subsidiaries.

Current wording

We recorded income tax expense (benefit) of $2.5 million and ($3.6) million for the three months ended March 31, 2026 and 2025, respectively, driven by income generated (losses incurred) by our taxable subsidiaries.

Previous wording

The increase in the commission agent site count was primarily attributable to the conversion of certain lessee dealer sites to commission agent sites, partially offset by the sale of certain commission agent sites in connection with our real estate rationalization effort.

Current wording

The decrease in the commission agent site count was primarily attributable to the sale of certain commission agent sites in connection with our real estate rationalization effort, partially offset by the conversion of certain lessee dealer sites to commission agent sites.

Previous wording

Our motor fuel gross profit decreased $5.0 million (11%), attributable to a 6% decrease in our margin per gallon for the three months ended September 30, 2025 as compared to the same period in 2024, driven by movements in crude oil prices within the two periods. In addition, volume decreased 4% due to the net impact of the sale of certain company operated and commission agent sites and a decrease in volume in our base business, partially offset by the conversion of certain lessee dealer sites to company operated and commission agent sites.

Current wording

Our motor fuel gross profit increased $8.7 million (28%), attributable to a 29% increase in our margin per gallon for the three months ended March 31, 2026 as compared to the same period in 2025 due to greater volatility in the price of crude oil for the three months ended March 31, 2026 as compared to the same period of 2025. This increase was partially offset by a volume decrease of 7% due primarily to a 4% decrease in our average retail site count due to the sale of certain company operated sites in connection with our real estate optimization effort as well as a decrease in volume in our base business.

Previous wording

Operating expenses increased $9.2 million (6%) driven by a 6% increase in the average retail site count due to the conversion of certain lessee dealer sites to company operated and commission agent sites, partially offset by the sale of certain company operated and commission agent sites in connection with our real estate rationalization effort.

Current wording

Operating expenses decreased $1.7 million (3%) driven by a 4% decrease in the average retail site count due to the sale of certain company operated and commission agent sites in connection with our real estate optimization effort, partially offset by the conversion of certain lessee dealer sites to company operated and commission agent sites.

Previous wording

Under the Partnership Agreement, sustaining capital expenditures are capital expenditures made to maintain our long-term operating income or operating capacity. Examples of sustaining capital expenditures are those made to maintain existing contract volumes or to maintain our sites in conditions suitable to lease, such as parking lot or roof replacement/renovation, or to replace equipment required to operate the existing business.

Current wording

Under the Partnership Agreement, sustaining capital expenditures are capital expenditures made to maintain our long-term operating income or operating capacity. Examples of sustaining capital expenditures are those made to maintain existing contract volumes or to maintain our sites in conditions suitable to operate or lease, such as parking lot or roof replacement/renovation, or to replace equipment required to operate the existing business.

Previous wording

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, acquisitions, and partnership distributions, will depend on our future operating performance, which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will, from time to time, consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods.

Current wording

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, acquisitions, distributions on the preferred membership interests and partnership distributions, will depend on our future operating performance, which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will, from time to time, consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods.

Previous wording

We believe that we will have sufficient cash flow from operations, borrowing capacity under the Credit Facility, access to capital markets and alternate sources of funding to meet our financial commitments, debt service obligations, contingencies, anticipated capital expenditures and partnership distributions. However, we are subject to business and operational risks that could adversely affect our cash flow. A material decrease in our cash flows would likely produce an adverse effect on our borrowing capacity as well as our ability to issue additional equity and/or debt securities and/or maintain or increase distributions to unitholders.

Current wording

We believe that we will have sufficient cash flow from operations, borrowing capacity under the Credit Facility, access to capital markets and alternate sources of funding to meet our financial commitments, debt service obligations, contingencies, anticipated capital expenditures, distributions on the preferred membership interests and partnership distributions. However, we are subject to business and operational risks that could adversely affect our cash flow. A material decrease in our cash flows would likely produce an adverse effect on our borrowing capacity as well as our ability to issue additional equity and/or debt securities and/or maintain or increase distributions to unitholders.

Previous wording

We incurred capital expenditures of $29 million and $19 million for the nine months ended September 30, 2025 and 2024, respectively. We received $95 million and $18 million in proceeds primarily from the sale of sites in connection with our real estate rationalization effort for the nine months ended September 30, 2025 and 2024, respectively. We paid $26 million to Applegreen related to lease terminations and inventory purchases during the nine months ended September 30, 2024.

Current wording

We incurred capital expenditures of $3 million and $10 million for the three months ended March 31, 2026 and 2025, respectively. We received $13 million and $9 million in proceeds primarily from the sale of sites in connection with our real estate rationalization effort for the three months ended March 31, 2026 and 2025, respectively. We also paid $1.8 million as a final payment in connection with a prior-year acquisition.

Previous wording

We paid $60 million in distributions for each of the nine months ended September 30, 2025 and 2024. For the nine months ended September 30, 2025 and 2024, we made total net (repayments) borrowings on our Credit Facility of $(62) million and $16 million, respectively.

Current wording

We paid $20 million in distributions for each of the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2026 and 2025, we made total net (repayments) borrowings on the Credit Facility of ($10) million and $11 million, respectively.

Previous wording

Taking the interest rate swap contracts into account, the effective interest rate on our Credit Facility at September 30, 2025 was 5.8% (our applicable margin was 2.00% as of September 30, 2025). Letters of credit outstanding at September 30, 2025 totaled $4.4 million.

Current wording

Taking the interest rate swap contracts into account, the effective interest rate on our Credit Facility at March 31, 2026 was 5.6% (our applicable margin was 2.00% as of March 31, 2026). Letters of credit outstanding at March 31, 2026 totaled $4.9 million.

Previous wording

The amount of availability under our Credit Facility at October 31, 2025, after taking into consideration debt covenant restrictions, was $232.6 million.

Current wording

The amount of availability under our Credit Facility at May 1, 2026, after taking into consideration debt covenant restrictions, was $230 million.

Previous wording

A significant portion of our growth capital expenditures are discretionary and we regularly review our capital plans in light of anticipated proceeds from sales of sites. The increase in growth capital expenditures for the nine months ended September 30, 2025 as compared to the same period of the prior year was primarily driven by investments in our company operated sites and included targeted material renovations as well as projects to increase food offerings.

Current wording

A significant portion of our growth capital expenditures are discretionary and we regularly review our capital plans in light of anticipated proceeds from sales of sites.

Previous wording

We continue to consider the highest and best use class of trade for each of our properties, which may result in the conversion of sites from one class of trade to another and ultimately increases or decreases in the gross profit and operating income for the wholesale and retail segments. The Applegreen Acquisition as well as other conversions of lessee dealer sites to company operated and commission agent sites are anticipated to increase gross profit and operating expenses in the retail segment and reduce gross profit in the wholesale segment.

Current wording

We continue to consider the highest and best use class of trade for each of our properties, which may result in the conversion of sites from one class of trade to another and ultimately increases or decreases in the gross profit and operating income for the wholesale and retail segments. Conversions of lessee dealer sites to company operated and commission agent sites are anticipated to increase gross profit and operating expenses in the retail segment and reduce gross profit in the wholesale segment.