Business Context and Reporting Period
This Form 8-K Current Report was filed by CrossAmerica Partners LP on September 10, 2021. The filing discloses corporate governance changes regarding the appointment of a Principal Accounting Officer and the adoption of a Rule 10b5-1 trading plan by a controlling insider entity.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel appointments and insider trading plan disclosures.
Material Changes
- Personnel Appointment: David Sheaffer was appointed as Principal Accounting Officer of CrossAmerica GP LLC (the General Partner) and the Partnership, effective September 10, 2021. He succeeds Jonathan E. Benfield, who was appointed Chief Financial Officer of the Retail division.
- Insider Trading Plan: The Patricia Dunne Topper Trust, controlled by Chairman Joseph V. Topper, Jr., adopted a Rule 10b5-1 plan authorizing the purchase of up to 175,000 common units.
Guidance, Outlook, and Risks
Outlook and Commentary: The 10b5-1 Plan is expected to commence no earlier than October 10, 2021, and continue until December 31, 2022, or until the 175,000 units are purchased. The plan is designed to comply with SEC rules to avoid trading on material non-public information.
Risks and Contingencies: The filing notes that the Partnership does not undertake to disclose future 10b5-1 plans adopted by other officers or directors, nor modifications or terminations of such plans, except as required by law.
Investor Verification Checklist
- Verify the beneficial ownership percentage of the Topper Trust (currently 38.4% or 14,544,363 units) and the potential impact of the additional 175,000 unit purchase plan.
- Confirm the reporting structure where Mr. Sheaffer and Mr. Benfield report to Maura Topper, Chief Financial Officer of the General Partner.
- Monitor future filings for the commencement of purchases under the 10b5-1 Plan starting October 10, 2021.
- Note the existence of a separate, expiring 10b5-1 plan by Dunne Manning Inc. (300,000 units) set to expire December 31, 2021.