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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-35711

CROSSAMERICA PARTNERS LP

(Exact name of registrant as specified in its charter)


Delaware		45-4165414
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

645 Hamilton Street, Suite 400 Allentown, PA		18101 (Zip Code) (610) 625-8000
(Address of Principal Executive Offices)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	CAPL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of May 1, 2026, the registrant had outstanding 38,154,331 common units.

TABLE OF CONTENTS


		PAGE

Commonly Used Defined Terms		i

PART I - FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025		1
Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		2
Consolidated Statements of Equity and Comprehensive Income for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		3
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		4
Condensed Notes to Consolidated Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures about Market Risk		28
Item 4. Controls and Procedures		28

PART II - OTHER INFORMATION		28
Item 1. Legal Proceedings		28
Item 1A. Risk Factors		28
Item 6. Exhibits		28

SIGNATURE		30

COMMONLY USED DEFINED TERMS


The following is a list of certain acronyms and terms generally used in the industry and throughout this document:

CrossAmerica Partners LP and subsidiaries:

CrossAmerica			CrossAmerica Partners LP, the Partnership, CAPL, we, us, our

CrossAmerica Partners LP related parties:

DMI			Dunne Manning Inc. (formerly Lehigh Gas Corporation), an entity affiliated with the Topper Group

General Partner			CrossAmerica GP LLC, the General Partner of CrossAmerica, a Delaware limited liability company, indirectly owned by the Topper Group.

Topper Group			Joseph V. Topper, Jr., collectively with his affiliates and family trusts that have ownership interests in the Partnership. Joseph V. Topper, Jr. is the founder of the Partnership and a member of the Board. The Topper Group is a related party and large holder of our common units.

TopStar			TopStar Inc., an entity affiliated with a family member of Joseph V. Topper, Jr. TopStar is an operator of convenience stores that purchases fuel from us.

Other Defined Terms:

AOCI			Accumulated other comprehensive income (loss)

ASC			Accounting Standards Codification

ASU			Accounting Standards Update

Board			Board of Directors of our General Partner

Bonus Plan			The Performance-Based Bonus Compensation Policy is one of the key components of “at-risk” compensation. The Bonus Plan is utilized to reward short-term annual performance achievements and to motivate and reward Topper Group employees for their contributions toward meeting financial and strategic goals.

Credit Facility			Amendment and Restatement Agreement, dated as of March 31, 2023, as amended by the First Amendment to Amendment and Restatement Agreement, dated as of February 20, 2024, among the Partnership and Lehigh Gas Wholesale Services, Inc., as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent.

DTW			Dealer tank wagon contracts, which are variable market-based cent per gallon priced wholesale motor fuel distribution or supply contracts; DTW also refers to the pricing methodology under such contracts

EBITDA			Earnings before interest, taxes, depreciation, amortization and accretion, a non-GAAP financial measure

Exchange Act			Securities Exchange Act of 1934, as amended

FASB			Financial Accounting Standards Board

Form 10-K			CrossAmerica’s Annual Report on Form 10-K for the year ended December 31, 2025

Getty			Getty Properties Corp.

Internal Revenue Code			Internal Revenue Code of 1986, as amended

IPO			Initial public offering of CrossAmerica Partners LP on October 30, 2012

MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations



Omnibus Agreement		The Omnibus Agreement, effective January 1, 2020, by and among the Partnership, the General Partner and DMI. The terms of the Omnibus Agreement were approved by the independent conflicts committee of the Board, which is composed of the independent directors of the Board. Pursuant to the Omnibus Agreement, DMI agrees, among other things, to provide, or cause to be provided, to the Partnership certain management services at cost without markup.

Partnership Agreement		Second Amended and Restated Agreement of Limited Partnership of CrossAmerica Partners LP, dated as of February 6, 2020

Predecessor Entity		Wholesale distribution contracts and real property and leasehold interests contributed to the Partnership in connection with the IPO

SOFR		Secured Overnight Financing Rate

U.S. GAAP		U.S. Generally Accepted Accounting Principles

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CROSSAMERICA PARTNERS LP

CONSOLIDATED BALANCE SHEETS

(Thousands of Dollars, except unit data)

(Unaudited)


	March 31,			December 31,
	2026			2025
ASSETS
Current assets:
Cash and cash equivalents	$	7,349		$	3,137
Accounts receivable, net of allowances of $656 and $635, respectively		31,139			28,566
Accounts receivable from related parties		805			687
Inventory		65,063			59,610
Assets held for sale		7,732			9,690
Current portion of interest rate swap contracts		1,497			801
Other current assets		11,683			8,590
Total current assets		125,268			111,081
Property and equipment, net		589,385			547,686
Right-of-use assets, net		107,622			121,636
Intangible assets, net		57,988			61,638
Goodwill		99,409			99,409
Deferred tax assets		555			760
Interest rate swap contracts, less current portion		1,082			325
Other assets		21,490			22,199
Total assets	$	1,002,799		$	964,734

LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt and finance lease obligations	$	9,811		$	3,465
Current portion of operating lease obligations		25,325			29,008
Accounts payable		77,404			63,413
Accounts payable to related parties		7,189			6,536
Current portion of interest rate swap contracts		431			697
Accrued expenses and other current liabilities		28,596			27,378
Motor fuel and sales taxes payable		19,151			19,013
Total current liabilities		167,907			149,510
Debt and finance lease obligations, less current portion		726,197			687,187
Operating lease obligations, less current portion		86,148			96,974
Deferred tax liabilities, net		7,193			7,409
Asset retirement obligations		44,645			45,014
Interest rate swap contracts, less current portion		517			1,390
Other long-term liabilities		48,642			49,289
Total liabilities		1,081,249			1,036,773

Commitments and contingencies (Note 9)

Preferred membership interests		30,984			30,289

Equity:
Common units— 38,154,331 and 38,135,078 units issued and outstanding at March 31, 2026 and December 31, 2025, respectively		(111,005	)		(101,280	)
Accumulated other comprehensive income (loss)		1,571			(1,048	)
Total deficit		(109,434	)		(102,328	)
Total liabilities and equity	$	1,002,799		$	964,734

The accompanying notes are an integral part of these consolidated financial statements.

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands of Dollars, except unit and per unit amounts)

(Unaudited)


	Three Months Ended March 31,
	2026			2025
Operating revenues (a)	$	841,830		$	862,475
Cost of sales (b)		744,207			772,661
Gross profit		97,623			89,814

Operating expenses:
Operating expenses (c)		56,436			58,874
General and administrative expenses		6,491			7,672
Depreciation, amortization and accretion expense		17,062			26,304
Total operating expenses		79,989			92,850
Gain on dispositions and lease terminations, net		6,116			5,037
Operating income		23,750			2,001
Other income, net		157			130
Interest expense		(10,750	)		(12,844	)
Income (loss) before income taxes		13,157			(10,713	)
Income tax expense (benefit)		2,498			(3,598	)
Net income (loss)		10,659			(7,115	)
Accretion of preferred membership interests		694			665
Net income (loss) available to limited partners	$	9,965		$	(7,780	)

Net income (loss) per common unit
Basic	$	0.26		$	(0.20	)
Diluted	$	0.26		$	(0.20	)

Weighted-average common units:
Basic		38,142,565			38,073,986
Diluted		38,301,882			38,073,986

Supplemental information:
(a) includes excise taxes of:	$	68,770		$	73,350
(a) includes rent income of:		14,560			17,202
(b) excludes depreciation, amortization and accretion
(b) includes rent expense of:		4,117			4,895
(c) includes rent expense of:		4,559			4,611

The accompanying notes are an integral part of these consolidated financial statements.

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME

(Thousands of Dollars, except unit amounts)

(Unaudited)


	Limited Partners' Interest Common Unitholders					AOCI			Total Equity
	Units		Dollars			Dollars			Dollars
Balance at December 31, 2025		38,135,078	$	(101,280	)	$	(1,048	)	$	(102,328	)
Net income		—		10,659			—			10,659
Other comprehensive income
Unrealized gain on interest rate swap contracts		—		—			2,900			2,900
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense		—		—			(281	)		(281	)
Total other comprehensive income		—		—			2,619			2,619
Comprehensive income		—		10,659			2,619			13,278
Issuance of units related to 2025 Bonus Plan		9,345		194			—			194
Vesting of equity awards, net of units withheld for tax		9,908		206			—			206
Accretion of preferred membership interests		—		(694	)		—			(694	)
Distributions paid		—		(20,090	)		—			(20,090	)
Balance at March 31, 2026		38,154,331	$	(111,005	)	$	1,571		$	(109,434	)

Balance at December 31, 2024		38,059,702	$	(61,371	)	$	7,595		$	(53,776	)
Net loss		—		(7,115	)		—			(7,115	)
Other comprehensive income
Unrealized loss on interest rate swap contracts		—		—			(3,928	)		(3,928	)
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense		—		—			(921	)		(921	)
Total other comprehensive loss		—		—			(4,849	)		(4,849	)
Comprehensive loss		—		(7,115	)		(4,849	)		(11,964	)
Issuance of units related to 2024 Bonus Plan		7,237		165			—			165
Vesting of equity awards, net of units withheld for tax		30,574		697			—			697
Accretion of preferred membership interests		—		(665	)		—			(665	)
Tax effect of intra-entity transfer of assets		—		(387	)		—			(387	)
Distributions paid		—		(20,054	)		—			(20,054	)
Balance at March 31, 2025		38,097,513	$	(88,730	)	$	2,746		$	(85,984	)

The accompanying notes are an integral part of these consolidated financial statements.

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)


	Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net income (loss)	$	10,659		$	(7,115	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion expense		17,062			26,304
Amortization of deferred financing costs		484			485
Credit loss expense		24			—
Deferred income tax benefit		(11	)		(3,692	)
Equity-based employee and director compensation expense		201			813
Gain on dispositions and lease terminations, net		(6,116	)		(5,037	)
Changes in operating assets and liabilities, net of acquisitions		5,574			3,289
Net cash provided by operating activities		27,877			15,047

Cash flows from investing activities:
Principal payments received on notes receivable		23			34
Proceeds from sale of assets		13,045			8,745
Capital expenditures		(3,425	)		(10,114	)
Cash paid in connection with acquisitions, net of cash acquired		(1,800	)		—
Net cash provided by (used in) investing activities		7,843			(1,335	)

Cash flows from financing activities:
Borrowings under the Credit Facility		24,705			29,000
Repayments on the Credit Facility		(35,000	)		(18,500	)
Payments of finance lease obligations		(1,123	)		(791	)
Distributions paid on distribution equivalent rights		(69	)		(73	)
Distributions paid on common units		(20,021	)		(19,981	)
Net cash used in financing activities		(31,508	)		(10,345	)
Net increase in cash and cash equivalents		4,212			3,367

Cash and cash equivalents at beginning of period		3,137			3,381
Cash and cash equivalents at end of period	$	7,349		$	6,748

The accompanying notes are an integral part of these consolidated financial statements.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES

Our business consists of:

•

the wholesale distribution of motor fuels;

•

the owning or leasing of sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the sites;

•

the retail sale of motor fuels to end customers at retail sites operated by commission agents and ourselves; and

•

the operation of retail sites, including the sale of convenience merchandise to end customers.

Interim Financial Statements

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2025 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.

Reclassifications

Certain prior-year balance sheet amounts were reclassified to conform to the current-year presentation.

New Accounting Pronouncements Pending Adoption

In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses.” The amendments in this new guidance require disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including with respect to purchases of inventory, employee compensation, depreciation and intangible asset amortization. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2027 and interim and annual reports thereafter. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration Risk

For the three months ended March 31, 2026 and 2025, respectively, we purchased approximately 81% and 79% of our motor fuel from four suppliers. Approximately 22% of our motor fuel gallons sold for each of the three months ended March 31, 2026 and 2025 were delivered by our top two carriers.

For the three months ended March 31, 2026 and 2025, respectively, approximately 57% and 55% of our merchandise was purchased from one supplier.

Note 2. ASSETS HELD FOR SALE

We have classified 17 sites and 24 sites as held for sale at March 31, 2026 and December 31, 2025, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands):


	March 31,			December 31,
	2026			2025
Land	$	3,904		$	4,395
Buildings and site improvements		4,362			6,590
Equipment		4,768			6,554
Total		13,034			17,539
Less accumulated depreciation		(5,302	)		(7,849	)
Assets held for sale	$	7,732		$	9,690

The Partnership has continued to focus on optimizing the class of trade for its assets, which has included divesting certain assets, often lower performing, while seeking to maintain a wholesale fuel supply relationship whenever possible. During the three months ended March 31, 2026, we sold 16 properties for $12.7 million in proceeds, resulting in a net gain of $6.3 million. During the three months ended March 31, 2025, we sold seven properties for $8.6 million in proceeds, resulting in a net gain of $5.6 million

See Note 4 for information regarding impairment charges primarily recorded upon classifying sites within assets held for sale.

Note 3. INVENTORY

Inventory consisted of the following (in thousands):


	March 31,		December 31,
	2026		2025
Merchandise	$	32,694	$	34,884
Motor fuel		32,369		24,726
Inventory	$	65,063	$	59,610

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):


	March 31,			December 31,
	2026			2025
Land	$	265,343		$	268,873
Buildings and site improvements		307,554			309,851
Leasehold improvements		20,236			20,760
Equipment and other		322,820			325,389
Right-of-use assets under finance leases		58,044			32,735
Construction in progress		4,616			3,090
Property and equipment, at cost		978,613			960,698
Accumulated depreciation and amortization		(388,435	)		(382,411	)
Accumulated amortization of right-of-use assets under finance leases		(793	)		(30,601	)
Property and equipment, net	$	589,385		$	547,686

We recorded impairment charges of $1.5 million and $8.8 million during the three months ended March 31, 2026 and 2025, respectively, included within depreciation, amortization and accretion expense on the statements of operations. These impairment charges were primarily related to sites initially classified within assets held for sale in connection with our ongoing real estate rationalization effort.

Note 5. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):


	March 31, 2026						December 31, 2025
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	147,528	$	91,271	$	56,257	$	147,528	$	87,623	$	59,905
Trademarks/licenses		2,681		1,017		1,664		2,638		982		1,656
Covenant not to compete		200		133		67		200		123		77
Total intangible assets	$	150,409	$	92,421	$	57,988	$	150,366	$	88,728	$	61,638

Note 6. DEBT

Our balances for long-term debt and finance lease obligations were as follows (in thousands):


	March 31,		December 31,
	2026		2025
Credit Facility	$	682,000	$	692,295
Finance lease obligations		59,823		4,656
Total debt and finance lease obligations		741,823		696,951
Current portion		9,811		3,465
Noncurrent portion		732,012		693,486
Deferred financing costs, net		5,815		6,299
Noncurrent portion, net of deferred financing costs	$	726,197	$	687,187

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands):


	Debt		Finance Lease Obligations		Total
2026	$	—	$	11,599	$	11,599
2027		—		6,208		6,208
2028		682,000		6,301		688,301
2029		—		6,395		6,395
2030		—		6,491		6,491
Thereafter		—		43,419		43,419
Total future payments		682,000		80,413		762,413
Less impact of discounting		—		20,590		20,590
Total future principal payments		682,000		59,823		741,823
Current portion		—		9,811		9,811
Long-term portion	$	682,000	$	50,012	$	732,012

The Credit Facility is secured by substantially all of the Partnership’s assets.

Letters of credit outstanding totaled $4.9 million at both March 31, 2026 and December 31, 2025.

Taking the interest rate swap contracts into account, the effective interest rate on our Credit Facility was 5.6% (with an applicable margin of 2.00%) at both March 31, 2026 and December 31, 2025. See Note 7 for additional information on our interest rate swap contracts.

As of March 31, 2026, we were in compliance with our financial covenants under the Credit Facility. The amount of availability under the Credit Facility at March 31, 2026, after taking into consideration debt covenant restrictions, was $238 million.

Cash paid for interest, including debt and finance lease obligations, amounted to $10.3 million and $12.4 million for the three months ended March 31, 2026 and 2025, respectively.

Finance Lease Obligations

In May 2012, the Predecessor Entity entered into a 15-year master lease agreement with renewal options of up to an additional 20 years with Getty. Since then, the agreement has been amended from time to time to add or remove sites. As of December 31, 2025, we leased 106 sites under this lease. We paid fixed rent, which increased 1.5% per year. In addition, the lease required variable lease payments based on gallons of motor fuel sold.

Because the fair value of the land at lease inception was estimated to represent more than 25% of the total fair value of the real property subject to the lease, the land element of the lease was analyzed for operating or capital treatment separately from the rest of the property subject to the lease. The land element of the lease was classified as an operating lease and all of the other property was classified as a capital lease. This assessment was not required to be reassessed upon adoption of ASC 842–Leases.

On January 31, 2026, we entered into an amendment of this lease with Getty. The amendment reset the rents for all 106 sites to an aggregate $6.9 million in annual rent, subject to annual escalations of 1.5%. The amendment also removed provisions requiring us to pay variable rent based on fuel volume.

Through this amendment, we also exercised a renewal option that extends the term through April 30, 2037 and have an additional renewal option that could extend the term through April 30, 2047. The amendment provides for a purchase option to us that can be exercised between October 1, 2026 and June 30, 2027 for up to 25 sites for up to $6.6 million, which is reasonably certain to be exercised. The amendment also provides for a purchase option to us for up to nine additional sites during certain timeframes of the term at values to be agreed upon, which is not reasonably certain to be exercised. Getty has the option to recapture up to six sites during certain timeframes of the term as well, which is also not reasonably certain to be exercised. We have a right of first offer should Getty seek to sell or convey any of the leased properties.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

This amendment triggered a reassessment of the lease accounting. Effective January 31, 2026, we are accounting for the modified lease as a finance lease. With respect to the 25 sites for which it is reasonably certain we will exercise our purchase option and have the intent and ability to do so, we are accounting for the finance lease using an anticipated purchase date of October 1, 2026. With respect to the 81 remaining sites, we are accounting for the finance lease through the end of the current term expiring on April 30, 2037. The weighted-average discount rate for this finance lease obligation was 6.0% at March 31, 2026, which resulted in recording increases in our finance lease obligations and right-of-use assets under finance leases of $56.3 million during the first quarter of 2026. Interest on finance lease obligations amounted to $0.3 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Note 7. INTEREST RATE SWAP CONTRACTS

During 2026 and 2025, we held the following interest rate swap contracts (in thousands):


Type	Notional Amount		Termination Date	Fixed Rate
Spot starting April 2023		50,000	March 30, 2028		3.287	%
Spot starting April 2023		100,000	March 31, 2028		3.287	%
Spot starting April 2023		50,000	April 8, 2028		3.282	%
Forward starting April 2024		100,000	April 1, 2028		2.932	%
Spot starting November 2023		80,000	March 31, 2028		4.105	%
Spot starting November 2023		20,000	March 31, 2028		4.121	%

Our interest rate swap contracts fix the rate on a portion of our SOFR-based borrowings under our Credit Facility, have been designated as cash flow hedges and are expected to be highly effective.

The fair value of these interest rate swap contracts was reported as a separate line item within current assets, current liabilities, noncurrent assets and noncurrent liabilities, as applicable. See Note 10 for additional information on the fair value of the interest rate swap contracts.

We report the unrealized gains and losses on our interest rate swap contracts designated as highly effective cash flow hedges as a component of other comprehensive income and reclassify such gains and losses into earnings (interest expense on our statement of operations) in the same period during which the hedged interest expense is recorded. We recognized a net realized gain from settlements of the interest rate swap contracts of $0.3 million and $0.9 million for the three months ended March 31, 2026 and 2025, respectively.

We currently estimate that a net gain of $1.0 million will be reclassified from AOCI into interest expense during the next 12 months; however, the actual amount that will be reclassified will vary based on changes in interest rates.

Note 8. RELATED-PARTY TRANSACTIONS

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from TopStar, an entity affiliated with the Topper Group, were $9.1 million and $8.8 million for the three months ended March 31, 2026 and 2025, respectively. Accounts receivable from TopStar was $0.8 million and $0.7 million at March 31, 2026 and December 31, 2025, respectively.

In February 2025, we purchased a property from TopStar for $0.2 million.

We lease certain real estate from the Topper Group. Rent expense under these lease agreements was $2.3 million and $2.5 million for the three months ended March 31, 2026 and 2025, respectively.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Omnibus Agreement

We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites as well as other cost reimbursements, totaling $30.2 million and $31.8 million for the three months ended March 31, 2026 and 2025, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $5.0 million and $4.6 million at March 31, 2026 and December 31, 2025, respectively.

Common Unit Distributions and Other Equity Transactions

We distributed $7.7 million to the Topper Group related to its ownership of our common units for the three months ended March 31, 2026 and 2025.

We distributed $2.6 million to affiliates of John B. Reilly, III, a member of our Board, related to their ownership of our common units for the three months ended March 31, 2026 and 2025.

We recorded accretion on the preferred membership interests issued in March 2022 to related parties of $0.7 million for each of the three months ended March 31, 2026 and 2025.

Maintenance and Environmental Costs

Certain maintenance and environmental remediation activities are performed by an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.4 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively. Accounts payable to this related party amounted to $0.3 million at both March 31, 2026 and December 31, 2025.

Environmental Remediation Indemnification

Under an indemnification agreement, DMI reimburses us for certain environmental remediation costs incurred by the Partnership. We received $0.2 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Convenience Store Products

We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board. Merchandise costs amounted to $4.5 million and $4.3 million for the three months ended March 31, 2026 and 2025, respectively. Amounts payable to this related party amounted to $1.9 million and $1.7 million at March 31, 2026 and December 31, 2025, respectively.

Vehicle Lease

In connection with the services rendered under the Omnibus Agreement, we lease certain vehicles from an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. Lease expense was an insignificant amount for each of the three months ended March 31, 2026 and 2025.

Principal Executive Offices

We lease office space from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board, as approved by the independent conflicts committee of the Board. Rent expense amounted to $0.3 million for each of the three months ended March 31, 2026 and 2025.

Public Relations and Website Consulting Services

We have engaged a company affiliated with John B. Reilly, III, member of the Board, for public relations and website consulting services. The cost of these services was insignificant for the three months ended March 31, 2026 and 2025.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to purchase the required minimum volume for a given contract period, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given period. We did not pay any significant penalties in any period presented.

Litigation Matters

We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record an accrual when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. We believe that it is not reasonably possible that these proceedings, separately or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

Environmental Matters

We currently own or lease sites where refined petroleum products are being or have been handled. These sites and the refined petroleum products handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, we could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to remediate contaminated property arising from the release of liquids or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination.

We maintain insurance of various types with varying levels of coverage that is considered adequate under the circumstances to cover operations and properties. The insurance policies are subject to deductibles that are considered reasonable and not excessive. In addition, we have generally entered into indemnification agreements with various sellers in conjunction with our past acquisitions, as further described below. Financial responsibility for environmental remediation is negotiated in connection with each acquisition transaction. In each case, an assessment is made of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, a determination is made whether to, and the extent to which we will, assume liability for existing environmental conditions.

Environmental liabilities recorded on the balance sheet within accrued expenses and other current liabilities and other long-term liabilities totaled $9.5 million and $9.7 million at March 31, 2026 and December 31, 2025, respectively. Indemnification assets related to state funds or insurance recorded on the balance sheet within other current and other noncurrent assets totaled $8.3 million at both March 31, 2026 and December 31, 2025. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies.

The estimates used in these reserves are based on all known facts at the time and an assessment of the ultimate remedial action outcomes. We will adjust loss accruals as further information becomes available or circumstances change. Among the many uncertainties that impact the estimates are the necessary regulatory approvals for, and potential modifications of, remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us and are still the responsibility of the Predecessor Entity. The Predecessor Entity indemnified 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 the closing of the IPO for contributed sites. As such, these environmental liabilities and indemnification assets are not recorded on the consolidated balance sheet of the Partnership.

Similarly, we have generally been indemnified with respect to known contamination at sites acquired from third parties. As such, these environmental liabilities and indemnification assets are also not recorded on the consolidated balance sheet of the Partnership.

Note 10. FAIR VALUE MEASUREMENTS

We measure and report certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). U.S. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation.

Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2026 or 2025.

As further discussed in Note 7, we remeasure the fair value of interest rate swap contracts on a recurring basis each balance sheet date. We used an income approach to measure the fair value of these contracts, utilizing a forward yield curve for the same period as the future interest rate swap settlements. These fair value measurements are classified as Level 2 measurements.

We have accrued for outstanding phantom units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. These fair value measurements are deemed Level 1 measurements.

The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of March 31, 2026 and December 31, 2025 due to the short-term maturity of these instruments. The fair value of borrowings under the Credit Facility approximated its carrying value as of March 31, 2026 and December 31, 2025 due to the frequency with which interest rates are reset and the consistency of the market spread.

Note 11. INCOME TAXES

As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period.

Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiaries. Current and deferred income taxes are recognized on the earnings of these subsidiaries. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates.

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, as a result of the income generated (losses incurred) by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only our corporate subsidiaries are subject to income tax.

Cash paid for income taxes, net of refunds received, amounted to $0.2 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12. NET INCOME PER COMMON UNIT

The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per common unit for the following periods (in thousands, except unit and per unit amounts):


	Three Months Ended March 31,
	2026			2025
Numerator:
Distributions paid on common units	$	20,021		$	19,981
Allocation of distributions in excess of net income		(10,056	)		(27,761	)
Limited partners’ interest in net income (loss) - basic and diluted		9,965			(7,780	)
Denominator:
Weighted-average common units outstanding - basic		38,142,565			38,073,986
Adjustment for phantom and phantom performance units (a)		159,317			—
Weighted-average common units outstanding - diluted		38,301,882			38,073,986
Net income (loss) per common unit - basic	$	0.26		$	(0.20	)
Net income (loss) per common unit - diluted	$	0.26		$	(0.20	)

Distributions paid per common unit	$	0.5250		$	0.5250
Distributions declared (with respect to each respective period) per common unit	$	0.5250		$	0.5250

(a)

For the three months ended March 31, 2026, 1,299,880 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

For the three months ended March 31, 2025, 164,962 potentially dilutive units related to the phantom units and phantom performance units and 1,245,272 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

Distributions

Distribution activity for 2026 is as follows:

         Quarter Ended

         Record Date

         Payment Date

         Cash
Distribution
(per unit)

         Cash
Distribution
(in thousands)

December 31, 2025

February 2, 2026

February 12, 2026

0.5250

20,021

March 31, 2026

May 4, 2026

May 14, 2026

0.5250

20,031

The amount of any distribution is subject to the discretion of the Board, which may modify or revoke our cash distribution policy at any time. Our Partnership Agreement does not require us to pay any distributions. As such, there can be no assurance we will continue to pay distributions in the future.

Note 13. SEGMENT REPORTING

We conduct our business in two reportable segments: 1) the wholesale segment and 2) the retail segment.

The wholesale segment includes the wholesale distribution of motor fuel to lessee dealers and independent dealers. We have exclusive motor fuel distribution contracts with lessee dealers who lease the property from us. We also have exclusive distribution contracts with independent dealers to distribute motor fuel but do not collect rent from the independent dealers.

The retail segment includes the retail sale of motor fuel at retail sites operated by commission agents and the sale of convenience merchandise and the retail sale of motor fuel at company operated sites. A commission agent site is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our wholesale segment, we also generate revenues through leasing or subleasing real estate in our retail segment.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on dispositions and lease terminations, net, other income, interest expense and income tax expense. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data.

During the three months ended March 31, 2025, we converted 18 sites from lessee dealer sites in the wholesale segment to company operated or commission sites in the retail segment, net.

The following table reflects activity related to our reportable segments (in thousands):


	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2026
Revenues from fuel sales to external customers	$	357,612	$	373,078	$	—		$	730,690
Revenues from food and merchandise sales		—		90,665		—			90,665
Rent income		10,539		4,021		—			14,560
Other revenue		1,106		4,809		—			5,915
Total revenues		369,257		472,573		—			841,830

Cost of goods sold - fuel		343,159		333,218		—			676,377
Cost of goods sold - food and merchandise		—		63,713		—			63,713
Cost of goods sold - Rent expense		2,778		1,339		—			4,117
Gross profit		23,320		74,303		—			97,623

Store labor		—		21,327		—			21,327
Maintenance and environmental costs		1,228		7,625		—			8,853
Other items (a)		5,209		21,047		17,437			43,693
Operating income (loss)	$	16,883	$	24,304	$	(17,437	)	$	23,750

Three Months Ended March 31, 2025
Revenues from fuel sales to external customers	$	365,761	$	384,521	$	—		$	750,282
Revenues from food and merchandise sales		—		89,341		—			89,341
Rent income		13,284		3,918		—			17,202
Other revenue		1,195		4,455		—			5,650
Total revenues		380,240		482,235		—			862,475

Cost of goods sold - fuel		349,997		353,341		—			703,338
Cost of goods sold - food and merchandise		—		64,428		—			64,428
Cost of goods sold - Rent expense		3,588		1,307		—			4,895
Gross profit		26,655		63,159		—			89,814

Store labor		—		22,566		—			22,566
Maintenance and environmental costs		1,469		8,072		—			9,541
Other items (a)		5,701		21,066		28,939			55,706
Operating income (loss)	$	19,485	$	11,455	$	(28,939	)	$	2,001

(a)

For the Wholesale and Retail segments, other segment items includes real estate taxes, utilities, management fees, insurance and other operating expenses. For the Retail segment, other segment items also includes rent expense, store supplies and shrink. Other segment items that are not allocated to a segment include general and administrative expenses, depreciation, amortization and accretion expense and gains/losses on dispositions and lease terminations, net.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation from operating income to income (loss) before income taxes follows (in thousands):


	Three Months Ended March 31,
	2026			2025
Operating income	$	23,750		$	2,001
Other income, net		157			130
Interest expense		(10,750	)		(12,844	)
Income (loss) before income taxes	$	13,157		$	(10,713	)

Receivables relating to the revenue streams above are as follows (in thousands):


	March 31,		December 31,
	2026		2025
Receivables from fuel and merchandise sales	$	31,267	$	28,316
Receivables for rent and other lease-related charges		677		937
Total accounts receivable	$	31,944	$	29,253

Performance obligations are satisfied as fuel is delivered to the customer and as merchandise is sold to the consumer. Many of our fuel contracts with our customers include minimum purchase volumes measured on a monthly basis, for which our performance obligations are satisfied as services are rendered. Receivables from fuel are recognized on a per-gallon rate and are generally collected within 10 days of delivery.

The balance of unamortized costs incurred to obtain certain contracts with customers was $9.7 million and $9.9 million at March 31, 2026 and December 31, 2025, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.5 million for both the three months ended March 31, 2026 and 2025.

Receivables from rent and other lease-related charges are generally collected at the beginning of the month.

Note 14. SUPPLEMENTAL CASH FLOW INFORMATION

In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands):


	Three Months Ended March 31,
	2026			2025
(Increase) decrease:
Accounts receivable	$	(2,597	)	$	2,861
Accounts receivable from related parties		(118	)		(13	)
Inventories		(5,453	)		2,280
Other current assets		(2,368	)		(2,115	)
Other assets		300			(883	)
Increase (decrease):
Accounts payable		13,199			91
Accounts payable to related parties		707			(541	)
Accrued expenses and other current liabilities		1,412			552
Motor fuel and sales taxes payable		138			(472	)
Other long-term liabilities		354			1,529
Changes in operating assets and liabilities, net of acquisitions	$	5,574		$	3,289

The above changes in operating assets and liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions and non-cash activity.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental schedule of non-cash investing and financing activities (in thousands):


	Three Months Ended March 31,
	2026		2025
Accrued capital expenditures	$	1,937	$	5,344
Lease liabilities arising from obtaining right-of-use assets under operating leases		3,107		3,081
Lease liabilities arising from obtaining right-of-use assets under finance leases		56,288		—
Accretion of preferred membership interests		694		665

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, credit ratings, distribution growth, potential growth opportunities, potential operating performance improvements, potential improvements in return on capital employed, the effects of competition and the effects of future legislation or regulations. You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “guidance,” “outlook,” “effort,” “target” and similar expressions. Such statements are based on our current plans and expectations and involve risks and uncertainties that could potentially affect actual results. These forward-looking statements include, among other things, statements regarding:

•

future retail and wholesale gross profits, including gasoline, diesel and convenience store merchandise gross profits;

•

our anticipated level of capital investments, including through acquisitions, and the effect of these capital investments on our results of operations;

•

anticipated trends in the demand for, and volumes sold of, gasoline, diesel and convenience merchandise products in the regions where we operate;

•

volatility in the equity and credit markets limiting access to capital markets;

•

our ability to integrate acquired businesses;

•

expectations regarding environmental, tax and other regulatory initiatives; and

•

the effect of general economic and other conditions on our business.

In general, we based the forward-looking statements included in this report on our current expectations, estimates and projections about our company and the industry in which we operate. We caution you that these statements are not guarantees of future performance and involve risks and uncertainties we cannot predict. We anticipate that subsequent events and market developments will cause our estimates to change. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecasted in the forward-looking statements. Any differences could result from a variety of factors, including the following:

•

the Topper Group’s business strategy and operations and the Topper Group’s conflicts of interest with us;

•

availability of cash flow to pay the current quarterly distributions on our common units;

•

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

•

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;

•

a reduction in demand for motor fuels;

•

changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences;

•

competition in the industries and geographical areas in which we operate;

•

the consummation of financing, acquisition or disposition transactions and the effect thereof on our business;

•

environmental compliance and remediation costs;

•

our existing or future indebtedness and the related interest expense and our ability to comply with debt covenants;

•

our liquidity, results of operations and financial condition;

•

failure to comply with applicable tax and other regulations or governmental policies;

•

future legislation and changes in regulations, governmental policies, immigration laws and restrictions or changes in enforcement or interpretations thereof;

•

future regulations and actions that could expand the non-exempt status of employees under the Fair Labor Standards Act;

•

future income tax legislation;

•

changes in energy policy;

•

technological advances;

•

the impact of worldwide economic and political conditions;

•

the impact of wars and acts of terrorism;

•

weather conditions or catastrophic weather-related damage;

•

earthquakes and other natural disasters;

•

hazards and risks associated with transporting and storing motor fuel;

•

unexpected environmental liabilities;

•

the outcome of pending or future litigation; and

•

our ability to comply with federal and state laws and regulations, including those related to environmental matters, the sale of alcohol, cigarettes and fresh foods, employment and health benefits and immigration.

You should consider the risks and uncertainties described above and elsewhere in this report as well as those set forth in the section entitled “Risk Factors” in our Form 10-K in connection with considering any forward-looking statements that may be made by us and our businesses generally. We cannot assure you that anticipated results or events reflected in the forward-looking statements will be achieved or will occur. The forward-looking statements included in this report are made as of the date of this report. We undertake no obligation to publicly release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events after the date of this report, except as required by law.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following MD&A is intended to help the reader understand our results of operations and financial condition. This section is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to these financial statements contained elsewhere in this report, and the MD&A section and the consolidated financial statements and accompanying notes to those financial statements in our Form 10-K. Our Form 10-K contains a discussion of other matters not included herein, such as disclosures regarding critical accounting policies and estimates and contractual obligations.

MD&A is organized as follows:

•

Significant Factors Affecting Our Profitability—This section describes the most significant factors impacting our results of operations.

•

Results of Operations—This section provides an analysis of our results of operations on a consolidated basis and for each of our segments as well as a discussion of non-GAAP financial measures.

•

Liquidity and Capital Resources—This section provides a discussion of our financial condition and cash flows. It also includes a discussion of our debt, capital requirements, other matters impacting our liquidity and capital resources and an outlook for our business.

•

New Accounting Policies—This section describes new accounting pronouncements that we have already adopted, those that we are required to adopt in the future and those that became applicable in the current year as a result of new circumstances.

•

Critical Accounting Policies and Estimates—This section describes the accounting policies and estimates that we consider most important for our business and that require significant judgment.

Significant Factors Affecting our Profitability

The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit

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.

Regarding our supplier relationships, a material amount of our total gallons purchased are subject to prompt payment discounts. The dollar value of these discounts varies with changes in motor fuel prices. Therefore, in periods of lower wholesale motor fuel prices, our gross profit is negatively affected, and, in periods of higher wholesale motor fuel prices, our gross profit is positively affected (as it relates to these discounts).

In our retail business, we attempt to pass along wholesale motor fuel price changes to our retail customers through “at the pump” retail price changes; however, market conditions do not always allow us to do so immediately. The timing of any related increase or decrease in “at the pump” retail prices is affected by competitive conditions in each geographic market in which we operate. As such, the prices we charge our customers for motor fuel and the gross profit we receive on our motor fuel sales can increase or decrease significantly over short periods of time. Further, we are assessed fees as a percentage of debit and credit card sales. Such fees increase as "at the pump" retail prices increase but without necessarily being accompanied by higher retail gross profits.

Changes in our average motor fuel selling price per gallon and gross margin are directly related to the changes in crude oil and wholesale motor fuel prices. Variations in our reported revenues and cost of sales are, therefore, primarily related to the price of crude oil and wholesale motor fuel prices and generally not as a result of changes in motor fuel sales volumes, unless otherwise indicated and discussed below.

Seasonality Effects on Volumes

Our business is subject to seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer months) and lowest during the winter months in the first and fourth quarters.

Impact of Inflation

Inflation affects our financial performance by increasing certain components of cost of goods sold, such as fuel, merchandise, and credit card fees. Inflation also affects certain operating expenses, such as labor costs, certain leases, and general and administrative expenses. While our wholesale segment benefits from higher terms discounts as a result of higher fuel costs, inflation can negatively impact our cost of goods sold and operating expenses. Although we have historically been able to pass on increased costs through price increases, there can be no assurance that we will be able to do so in the future.

Class of Trade Conversions and Divestitures

We consider the highest and best use class of trade for each of our properties, which results 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. See Note 13 to the financial statements for additional information.

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.

Results of Operations

Consolidated Income Statement Analysis

Below is an analysis of our consolidated statements of operations and provides the primary reasons for significant increases and decreases in the various income statement line items from period to period. Our consolidated statements of operations are as follows (in thousands):


	Three Months Ended March 31,
	2026			2025
Operating revenues	$	841,830		$	862,475
Cost of sales		744,207			772,661
Gross profit		97,623			89,814

Operating expenses:
Operating expenses		56,436			58,874
General and administrative expenses		6,491			7,672
Depreciation, amortization and accretion expense		17,062			26,304
Total operating expenses		79,989			92,850
Gain on dispositions and lease terminations, net		6,116			5,037
Operating income		23,750			2,001
Other income, net		157			130
Interest expense		(10,750	)		(12,844	)
Income (loss) before income taxes		13,157			(10,713	)
Income tax expense (benefit)		2,498			(3,598	)
Net income (loss)		10,659			(7,115	)
Accretion of preferred membership interests		694			665
Net income (loss) available to limited partners	$	9,965		$	(7,780	)

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

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

Operating revenues

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.

Cost of sales

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

Gross profit

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.

Operating expenses

See “Results of Operations—Segment Results” for analyses.

General and administrative expenses

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

Depreciation, amortization and accretion expense

Depreciation, amortization and accretion expense decreased $9.2 million (35%) primarily due to a $7.3 million decrease in impairment charges in comparison to prior year, as well as the impact of our site sales.

Gain on dispositions and lease terminations, net

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.

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.

Interest expense

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.

Income tax expense (benefit)

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.

Segment Results

We present the results of operations of our segments consistent with how our management views the business.

Retail

The following table highlights the results of operations and certain operating metrics of our retail segment. The narrative following these tables provides an analysis of the results of operations of that segment (in thousands, except for the number of retail sites and per gallon amounts):


	Three Months Ended March 31,
	2026			2025
Gross profit:
Motor fuel	$	39,860		$	31,180
Merchandise		26,952			24,913
Rent		2,682			2,611
Other revenue		4,809			4,455
Total gross profit		74,303			63,159
Operating expenses		(49,999	)		(51,704	)
Operating income	$	24,304		$	11,455

Retail sites (end of period):
Company operated retail sites (a)		340			376
Commission agents (b)

CrossAmerica Partners LP 10-Q