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CrossAmerica Partners LP

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

CAPL$19.77+0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001193125-26-335346

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001193125-26-447490

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 189 previous paragraphs and 188 current paragraphs.

141 unchanged; 38 reworded; 9 added; 9 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

During the three months ended September 30, 2026, we recorded $2.9 million in net gains in connection with our ongoing real estate optimization effort, partially offset by $0.5 million of net losses on lease terminations and asset disposals.

Current report

During the nine months ended September 30, 2026, we recorded $10.3 million in net gains in connection with our ongoing real estate optimization effort, partially offset by $0.7 million of net losses on lease terminations and asset disposals.

Current report

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

Current report

Gross profit decreased $1.7 million (7%) and operating income decreased $0.6 million (3%). These results were impacted by:

Current report

Operating expenses decreased $1.1 million (16%), primarily due to a decrease in the average controlled site count as a result of the sale of certain lessee dealer sites in connection with our real estate optimization effort.

Current report

Gross profit decreased $2.8 million (4%) and operating income decreased $0.1 million. These results were impacted by:

Current report

Operating expenses decreased $2.6 million (12%), primarily due to a decrease in the average controlled site count as a result of the sale of certain lessee dealer sites in connection with our real estate optimization effort.

Current report

We paid $5.5 million in fees and expenses in connection with amending the Credit Facility during the third quarter of 2026.

Current report

See Note 7 to the financial statements for information on the October 2026 termination of one of our interest rate swap contracts and concurrent entry into a new interest rate swap contract.
Removed paragraphs (9)

Previous report

General and administrative expenses increased $0.2 million (4%) primarily driven by higher legal fees and equity compensation expense, partially offset by lower acquisition-related costs.

Previous report

During the three months ended June 30, 2026, we recorded $1.1 million in net gains in connection with our ongoing real estate optimization effort.

Previous report

During the three months ended June 30, 2025, we recorded $29.7 million in net gains in connection with our ongoing real estate optimization effort, partially offset by $1.3 million of net losses on lease terminations and asset disposals.

Previous report

During the six months ended June 30, 2025, we recorded $35.2 million in net gains in connection with our ongoing real estate optimization effort, partially offset by $1.8 million of net losses on lease terminations and asset disposals.

Previous report

Gross profit increased $9.6 million (13%) and operating income increased $11.7 million (46%). These results were impacted by:

Previous report

Gross profit increased $20.7 million (15%) and operating income increased $24.5 million (67%). These results were impacted by:

Previous report

Operating expenses decreased $0.8 million (11%), primarily due to the sale of certain lessee dealer sites in connection with our real estate optimization effort.

Previous report

Operating expenses decreased $1.5 million (11%), primarily due to the sale of certain lessee dealer sites in connection with our real estate optimization effort.
Reworded paragraphs (38)

Previous wording

Operating revenues increased $217 million (23%) and operating income decreased $6.2 million (15%). Significant items impacting these results were:

Current wording

Operating revenues increased $223 million (23%) and operating income decreased $4.4 million (16%). Significant items impacting these results were:

Previous wording

Revenues from fuel sales increased $220 million (26%) due primarily to a 43% increase in our consolidated average fuel selling price. The average spot price of WTI crude oil increased 48% to $95.65 per barrel for the second quarter of 2026, compared to $64.57 per barrel for the second quarter of 2025. This increase was partially offset by an 11% decrease in volume due to a reduction in volume in our base business and the net loss of independent dealer contracts.

Current wording

Revenues from fuel sales increased $226 million (27%) due primarily to a 39% increase in our consolidated average fuel selling price. The average spot price of WTI crude oil increased 32% to $87.12 per barrel for the third quarter of 2026, compared to $65.78 per barrel for the third quarter of 2025. This increase was partially offset by a 9% decrease in volume due to a reduction in volume in our base business and the net loss of independent dealer contracts.

Previous wording

Cost of sales increased $205 million (24%), due to a higher cost per gallon, partially offset by lower volume due to the same drivers discussed above.

Current wording

Cost of sales increased $226 million (26%), due to a higher cost per gallon, partially offset by lower volume due to the same drivers discussed above.

Previous wording

Gross profit increased $19.6 million (10%) due primarily to an increase in motor fuel gross profit in both our retail and wholesale segments. See “Results of Operations—Segment Results” for additional gross profit analyses.

Current wording

Gross profit decreased $3.6 million (3%) due primarily to a decrease in motor fuel gross profit in both our retail and wholesale segments, partially offset by an increase in merchandise gross profit in our retail segment. See “Results of Operations—Segment Results” for additional gross profit analyses.

Previous wording

Depreciation, amortization and accretion expense decreased $15.8 million (32%) primarily due to a $12.2 million decrease in impairment charges in comparison to prior year, as well as lower depreciation expense resulting from the impact of our site sales.

Current wording

Depreciation, amortization and accretion expense decreased $3.2 million (16%) primarily due to the decrease in impairment charges in comparison to the prior year.

Previous wording

During the six months ended June 30, 2026, we recorded $7.4 million in net gains in connection with our ongoing real estate optimization effort, partially offset by $0.2 million of net losses on lease terminations and asset disposals.

Current wording

During the three months ended September 30, 2025, we recorded $7.4 million in net gains in connection with our ongoing real estate optimization effort.

Previous wording

Interest expense decreased $3.3 million (13%) 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 $1.1 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.

Current wording

Interest expense increased $0.4 million (3%) due to a $0.8 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. This increase was partially offset by lower interest expense 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. See Note 6 to the financial statements for additional information.

Previous wording

We recorded income tax expense of $3.3 million and $3.9 million for the three months ended June 30, 2026 and 2025, respectively, driven by income generated by our taxable subsidiaries.

Current wording

We recorded income tax expense of $3.0 million and $2.9 million for the three months ended September 30, 2026 and 2025, respectively, driven by income generated by our taxable subsidiaries.

Previous wording

Operating revenues increased $196 million (11%) and operating income increased $15.5 million (36%). Significant items impacting these results were:

Current wording

Operating revenues increased $419 million (15%) and operating income increased $11.1 million (16%). Significant items impacting these results were:

Previous wording

Revenues from fuel sales increased $200 million (13%) due primarily to a 24% increase in our consolidated average fuel selling price. The average spot price of WTI crude oil increased 24% to $84.29 per barrel for the first half of 2026, compared to $68.12 per barrel for the first half of 2025. This increase was partially offset by a 9% decrease in volume due to a reduction in volume in our base business and the net loss of independent dealer contracts.

Current wording

Revenues from fuel sales increased $427 million (18%) due primarily to a 29% increase in our consolidated average fuel selling price. The average spot price of WTI crude oil increased 27% to $85.25 per barrel for the first nine months of 2026, compared to $67.31 per barrel for the first nine months of 2025. This increase was partially offset by a 9% decrease in volume due to a reduction in volume in our base business and the net loss of independent dealer contracts.

Previous wording

Cost of sales increased $177 million (11%), due to a higher cost per gallon, partially offset by lower volume due to the same drivers discussed above.

Current wording

Cost of sales increased $403 million (16%), due to a higher cost per gallon, partially offset by lower volume due to the same drivers discussed above.

Previous wording

Gross profit increased $11.8 million (12%) due primarily to an increase in motor fuel gross profit in both our retail and wholesale segments. See “Results of Operations—Segment Results” for additional gross profit analyses.

Current wording

Gross profit increased $16.0 million (5%) due primarily to an increase in motor fuel and merchandise gross profit in our retail segment. See “Results of Operations—Segment Results” for additional gross profit analyses.

Previous wording

General and administrative expenses decreased $0.9 million (7%) primarily driven by lower equity compensation expense, acquisition-related costs and management fees.

Current wording

General and administrative expenses decreased $0.7 million (4%) primarily driven by lower equity compensation expense, acquisition-related costs and management fees.

Previous wording

Depreciation, amortization and accretion expense decreased $6.6 million (28%) primarily due to a $4.9 million decrease in impairment charges in comparison to prior year, as well as lower depreciation expense resulting from the impact of our site sales.

Current wording

Depreciation, amortization and accretion expense decreased $19.0 million (27%) primarily due to a $15.4 million decrease in impairment charges in comparison to the prior year, as well as lower depreciation expense resulting from the impact of our site sales and assets becoming fully depreciated.

Previous wording

Interest expense decreased $1.2 million (10%) 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 $0.8 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.

Current wording

Interest expense decreased $2.9 million (8%) 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 $1.9 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 of $5.8 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively, driven by income generated by our taxable subsidiaries.

Current wording

We recorded income tax expense of $8.8 million and $3.2 million for the nine months ended September 30, 2026 and 2025, respectively, driven by income generated by our taxable subsidiaries.

Previous wording

Gross profit decreased $1.1 million (2%) and operating income increased $0.4 million (1%). These results were impacted by:

Current wording

Gross profit decreased $2.0 million (2%) and operating income decreased $1.8 million (6%). These results were impacted by:

Previous wording

Our motor fuel gross profit increased $16.4 million (23%), attributable to a 31% increase in our margin per gallon due to greater volatility in the price of crude oil for the six months ended June 30, 2026 as compared to the same period of 2025. This increase was partially offset by a volume decrease of 10% due primarily to a decrease in volume in our base business as well as a decrease in our average retail site count due to the sale of certain sites in connection with our real estate optimization effort.

Current wording

Our motor fuel gross profit decreased $3.2 million (8%), attributable to a volume decrease of 9% due primarily to a decrease in our base business as well as a decrease in our average retail site count due to the sale of certain company operated and commission agent sites in connection with our real estate optimization effort. In addition, credit card fees increased between the two periods as a result of the increase in fuel prices. These decreases were partially offset by a 5% increase in our margin per gallon due to greater volatility in the price of crude oil for the three months ended September 30, 2026 as compared to the same period of 2025.

Previous wording

Our merchandise gross profit increased $0.5 million (2%) due primarily to an increase in our merchandise gross profit percentage. This increase was partially offset by a reduction in our average company operated site count due primarily to the sale of certain company operated sites in connection with our real estate optimization effort.

Current wording

Our merchandise gross profit increased $0.8 million (2%) due primarily to an increase in our merchandise gross profit percentage. This increase was partially offset by a reduction in our average company operated site count due primarily to the sale of certain company operated sites in connection with our real estate optimization effort.

Previous wording

Operating expenses decreased $3.8 million (4%) driven by a decrease in store labor as well as a decrease in the average retail site count due to the sale of certain sites in connection with our real estate optimization effort.

Current wording

Operating expenses decreased $0.2 million driven by a decrease in store labor as well as a decrease in the average retail site count due to the sale of certain sites in connection with our real estate optimization effort, partially offset by higher maintenance and environmental costs.

Previous wording

Gross profit increased $2.2 million (9%) and operating income increased $3.0 million (17%). These results were impacted by:

Current wording

Gross profit increased $18.7 million (9%) and operating income increased $22.7 million (34%). These results were impacted by:

Previous wording

Our motor fuel gross profit increased $7.7 million (20%), attributable to a 33% increase in our margin per gallon due to greater volatility in the price of crude oil for the three months ended June 30, 2026 as compared to the same period of 2025. This increase was partially offset by a volume decrease of 12% due primarily to a decrease in volume in our base business as well as a decrease in our average retail site count due to the sale of certain sites in connection with our real estate optimization effort.

Current wording

Our motor fuel gross profit increased $13.2 million (12%), attributable to a 22% increase in our margin per gallon due to greater volatility in the price of crude oil for the nine months ended September 30, 2026 as compared to the same period of 2025. This increase was partially offset by a volume decrease of 10% due primarily to a decrease in volume in our base business as well as a decrease in our average retail site count due to the sale of certain sites in connection with our real estate optimization effort. In addition, credit card fees increased between the two periods as a result of the increase in fuel prices.

Previous wording

Our merchandise gross profit increased $2.6 million (5%) due primarily to an increase in our merchandise gross profit percentage as well as an increase in sales in our base business. These increases were partially offset by a reduction in our average company operated site count due primarily to the sale of certain company operated sites in connection with our real estate optimization effort.

Current wording

Our merchandise gross profit increased $3.3 million (4%) due primarily to an increase in our merchandise gross profit percentage. This increase was partially offset by a reduction in our average company operated site count due primarily to the sale of certain company operated sites in connection with our real estate optimization effort.

Previous wording

Other revenues increased $0.8 million (18%) driven by higher income from skills games and fuel sold on a commission basis.

Current wording

Other revenues increased $1.3 million (10%) driven by higher income from skills games and fuel sold on a commission basis.

Previous wording

Operating expenses decreased $2.1 million (4%) driven by a decrease in store labor as well as a decrease in the average retail site count due to the sale of certain sites in connection with our real estate optimization effort.

Current wording

Operating expenses decreased $4.0 million (3%) driven by a decrease in store labor as well as a decrease in the average retail site count due to the sale of certain sites in connection with our real estate optimization effort.

Previous wording

The decrease in the lessee dealer site count was primarily attributable to the sale of certain lessee dealer sites in connection with our real estate optimization effort (generally with continued fuel supply, thereby converting the site to an independent dealer site) as well as the conversion of certain lessee dealer sites to company operated and commission agent sites.

Current wording

The decrease in the lessee dealer site count was primarily attributable to the sale of certain lessee dealer sites in connection with our real estate optimization effort (generally with continued fuel supply, thereby converting the site to an independent dealer site).

Previous wording

The $2.6 million increase (17%) in motor fuel gross profit was attributable to a 31% increase in our margin per gallon due to greater volatility in the price of crude oil for the three months ended June 30, 2026 as compared to the same period of 2025 as well as higher payment terms discounts due to the higher cost of fuel. This increase was partially offset by an 11% decrease in volume driven by a reduction in volume in our base business and the net loss of independent dealer contracts.

Current wording

The $1.4 million decrease (9%) in motor fuel gross profit was attributable to an 8% decrease in volume driven by a reduction in volume in our base business and the net loss of independent dealer contracts. This decrease was partially offset by higher payment terms discounts due to the higher cost of fuel.

Previous wording

Rent gross profit decreased $0.2 million (2%) primarily due to the sale of certain lessee dealer sites in connection with our real estate optimization effort. This decrease was partially offset by an increase in rent gross profit 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, which resulted in certain payments to Getty that were previously accounted for as rent expense now being accounted for as principal payments and interest expense.

Current wording

Rent gross profit decreased $0.1 million (1%) primarily due to the sale of certain lessee dealer sites in connection with our real estate optimization effort. This decrease was partially offset by an increase in rent gross profit 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, which resulted in certain payments to Getty that were previously accounted for as rent expense now being accounted for as principal payments and interest expense.

Previous wording

The $1.3 million increase (4%) in motor fuel gross profit was attributable to a 14% increase in our margin per gallon due to greater volatility in the price of crude oil for the six months ended June 30, 2026 as compared to the same period of 2025 as well as higher payment terms discounts due to the higher cost of fuel. This increase was partially offset by an 8% decrease in volume driven by a reduction in volume in our base business and the net loss of independent dealer contracts.

Current wording

Motor fuel gross profit was flat for the nine months ended September 30, 2026 as compared to the same period in 2025. Our margin per gallon increased 9% due to greater volatility in the price of crude oil for the nine months ended September 30, 2026 as compared to the same period of 2025 as well as higher payment terms discounts due to the higher cost of fuel. These increases were partially offset by an 8% decrease in volume driven by a reduction in volume in our base business and the net loss of independent dealer contracts.

Previous wording

Rent gross profit decreased $2.1 million (12%) primarily due to the sale of certain lessee dealer sites in connection with our real estate optimization effort. This decrease was partially offset by an increase in rent gross profit 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, which resulted in certain payments to Getty that were previously accounted for as rent expense now being accounted for as principal payments and interest expense.

Current wording

Rent gross profit decreased $2.2 million (9%) primarily due to the sale of certain lessee dealer sites in connection with our real estate optimization effort. This decrease was partially offset by an increase in rent gross profit 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, which resulted in certain payments to Getty that were previously accounted for as rent expense now being accounted for as principal payments and interest expense.

Previous wording

Net cash provided by operating activities increased $23 million for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to stronger operating results in 2026 and a decrease in interest expense driven by a lower average outstanding debt balance as well as a lower average SOFR rate, partially offset by higher income tax payments in 2026 compared to 2025.

Current wording

Net cash provided by operating activities increased $24 million for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to stronger operating results in 2026 and a decrease in interest expense driven by a lower average outstanding debt balance as well as a lower average SOFR rate, partially offset by higher income tax payments in 2026 compared to 2025.

Previous wording

We incurred capital expenditures of $11 million and $22 million for the six months ended June 30, 2026 and 2025, respectively. We received $16 million and $73 million in proceeds primarily from the sale of sites in connection with our real estate optimization effort for the six months ended June 30, 2026 and 2025, respectively. We also paid $1.8 million as a final payment in connection with a prior-year acquisition.

Current wording

We incurred capital expenditures of $18 million and $29 million for the nine months ended September 30, 2026 and 2025, respectively. We received $27 million and $95 million in proceeds primarily from the sale of sites in connection with our real estate optimization effort for the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026, we paid $1.8 million as a final payment in connection with a prior-year acquisition.

Previous wording

We paid $40 million in distributions for each of the six months ended June 30, 2026 and 2025. For the six months ended June 30, 2026 and 2025, we made total net repayments on the Credit Facility of $21 million and $41 million, respectively.

Current wording

We paid $60 million in distributions for each of the nine months ended September 30, 2026 and 2025. For the nine months ended September 30, 2026 and 2025, we made total net repayments on the Credit Facility of $18 million and $62 million, respectively. We paid $5.5 million in fees and expenses in connection with amending the Credit Facility during the third quarter of 2026.

Previous wording

Taking the interest rate swap contracts into account, the effective interest rate on our Credit Facility at June 30, 2026 was 5.5% (our applicable margin was 2.0% as of June 30, 2026). Letters of credit outstanding at June 30, 2026 totaled $4.9 million.

Current wording

Taking the interest rate swap contracts into account, the effective interest rate on our Credit Facility at September 30, 2026 was 5.6% (our applicable margin was 2.0% as of September 30, 2026). Letters of credit outstanding at September 30, 2026 totaled $4.9 million.

Previous wording

The amount of availability under our Credit Facility at July 31, 2026, after taking into consideration debt covenant restrictions, was $244.2 million.

Current wording

The amount of availability under our Credit Facility at October 30, 2026, after taking into consideration debt covenant restrictions, was $237 million.

Previous wording

See Note 6 for information on an amendment of our lease with Getty.

Current wording

See Note 6 to the financial statements for information on an amendment of our lease with Getty.

Previous wording

A significant portion of our growth capital expenditures are discretionary and we regularly review our capital plans in light of our operational results, anticipated proceeds from sales of sites and credit facility capacity as well as capital market opportunities.

Current wording

A significant portion of our growth capital expenditures is discretionary, and we regularly review our capital plans in light of our operational results, anticipated proceeds from sales of sites and credit facility capacity as well as capital market opportunities.

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. 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.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Other revenues increased $1.2 million (13%) driven by higher income from skills games and fuel sold on a commission basis.