CrossAmerica Partners LP 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.001-35711 CROSSAMERICAPARTNERSLP(Exact name of registrant as specified in its charter) (State or Other Jurisdiction ofIncorporation or Organization) (Zip Code) Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s) Common UnitsCAPL Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ 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 1934during 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 filingrequirements 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 ofRegulation 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, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of our common units based on the closing price on the New York Stock Exchange on June 30, 2024, the last business day ofthe registrant’s most recently completed second fiscal quarter, held by non-affiliates of the registrant was approximately $364.4million.As of February 21, 2025, the registrant had outstanding38,059,702common units. Documents Incorporated by Reference: None. TABLE OF CONTENTS PAGEPART I1Commonly Used Defined Terms1Cautionary Statement Regarding Forward-Looking Statements4Item 1. Business6Item 1A. Risk Factors10Item 1B. Unresolved Staff Comments36Item 1C. Cybersecurity36Item 2. Properties37Item 3. Legal Proceedings38Item 4. Mine Safety Disclosures38PART II39Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities39Item 6. [Reserved]39Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item 7A. Quantitative and Qualitative Disclosures About Market Risk52Item 8. Financial Statements and Supplementary Data53Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure88Item 9A. Controls and Procedures88Item 9B. Other Information88Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections88PART III89Item 10. Directors, Executive Officers and Corporate Governance89Item 11. Executive Compensation94Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters107Item 13. Certain Relationships and Related Transactions, and Director Independence109Item 14. Principal Accountant Fees and Services112PART IV113Item 15. Exhibits and Financial Statement Schedules113Item 16. Form 10-K Summary115Signatures116 PART I COMMONLY USED DEFINED TERMS The following is a list of certain acronyms and terms generally used in the industry and throughout this document: Dunne Manning Inc. (formerly Lehigh Gas Corporation), an entity affiliated with the TopperGroup Dunne Manning Partners LLC, an entity