As filed with the Securities and Exchange Commission on February 3, 2026.

Registration No. 333-292265

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ARKO Petroleum Corp.

(Exact name of registrant as specified in its charter)

 

 

Delaware		5172		39-3168808
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

8565 Magellan Parkway

Suite 400

Richmond, Virginia 23227-1150

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Arie Kotler

President and Chief Executive Officer

8565 Magellan Parkway

Suite 400

Richmond, Virginia 23227-1150

(804) 730-1568

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Drew M. Altman, Esq. Win Rutherfurd, Esq. Greenberg Traurig, P.A. 333 S.E. 2nd Avenue, Suite 4400 Miami, Florida 33131 (305) 579-0500		Maury Bricks General Counsel ARKO Petroleum Corp. 8565 Magellan Parkway Suite 400 Richmond, Virginia 23227-1150 (804) 730-1568		Stelios G. Saffos, Esq. Michael Benjamin, Esq. Kaj P. Nielsen, Esq. Latham & Watkins LLP 1271 Avenue of Americas New York, NY 10020 (212) 906-1200

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS		Subject to Completion		Dated February 3, 2026

10,500,000 Shares

ARKO Petroleum Corp.

Class A Common Stock

 

This is the initial public offering of shares of Class A common stock of ARKO Petroleum Corp. We are offering 10,500,000 shares of our Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. We anticipate that the initial public offering price will be between $18.00 and $20.00 per share. We have applied to list our Class A common stock on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “APC.”

We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock entitles its holder to one vote on all matters presented to our stockholders generally. All of our Class B common stock, which we do not intend to list on any stock exchange, will be held indirectly by ARKO Corp. (“ARKO Parent”), our parent company, through one or more subsidiaries. Each share of Class B common stock entitles ARKO Parent to five votes on all matters presented to our stockholders generally. Immediately following this offering, the holders of our Class A common stock will collectively hold 23.1% of the economic interests in us and 5.7% of the voting power in us, and ARKO Parent will hold the remaining 76.9 % of the economic interests and 94.3% of the voting power in us. As a result of ARKO Parent’s ownership of a majority of our outstanding voting power, ARKO Parent will have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions, and we will be a “controlled company” within the meaning of the corporate governance rules of Nasdaq; however, we do not currently expect or intend to rely on the “controlled company” exemptions from certain corporate governance requirements. See “Management—Controlled Company Exemptions” and “Risk Factors—Risks Related to Ownership of our Class A Common Stock and this Offering—We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and may in the future rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 35 TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR CLASS A COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

		Per Share		Total
Initial public offering price		$		$
Underwriting discounts and commissions (1)		$		$
Proceeds to us, before expenses		$		$

 

(1)

We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting (Conflicts of Interest).”

We have also granted the underwriters an option for a period of 30 days to purchase up to an additional 1,575,000 shares of our Class A common stock on the same terms set forth above to cover over-allotments, if any. See “Underwriting (Conflicts of Interest).”

At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with us. See “Underwriting (Conflicts of Interest)—Directed Share Program.”

Delivery of the shares of Class A common stock will be made on or about     , 2026.

 

UBS Investment Bank		Raymond James		Stifel

Mizuho		Capital One Securities

The date of this prospectus is     , 2026.

  

 

TABLE OF CONTENTS

 

About This Prospectus			1
Industry and Market Data			3
Prospectus Summary			4
The Offering			26
Summary Condensed Combined Financial and Other Data			31
Risk Factors			35
Cautionary Note Regarding Forward-Looking Statements			67
Use of Proceeds			70
Capitalization			71
Dilution			73
Cash Dividend Policy			75
Management’s Discussion and Analysis of Financial Condition and Results of Operations			82
Business			118
Management			138
Compensation Discussion and Analysis			145
Description of Certain Indebtedness			161
Description of Capital Stock			168
Shares Eligible for Future Sale			175
Principal Stockholders			178
Certain Relationships and Related Party Transactions			180
Material U.S. Federal Income Tax Considerations			188
Underwriting (Conflicts of Interest)			193
Legal Matters			204
Experts			204
Index to Financial Information			F-1

 

Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). Neither we nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. Our business, financial condition, results of operations and prospects may have changed since such date.

For investors outside of the United States, neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

Through and including     , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

 

i

  

 

About This Prospectus

As used in this prospectus, unless the context otherwise indicates, any reference to “ARKO Petroleum,” “APC,” “our Company,” “the Company,” “us,” “we” and “our” refers, prior to the completion of the Transactions (as defined herein), including this offering, to the operations that primarily comprise the operations of ARKO Parent’s wholly owned subsidiaries GPM Empire, LLC, a Delaware limited liability company formed in 2020, and GPM Petroleum LP, a Delaware limited partnership formed in 2015, which includes ARKO Parent’s Wholesale and Fleet Fueling businesses and the supply of fuel to substantially all of ARKO Parent’s retail convenience stores that sell fuel (collectively, the “Contributed Businesses”), and after the completion of the Transactions, including this offering, refers to ARKO Petroleum Corp., a Delaware corporation and the issuer of the shares of Class A common stock offered hereby, together with its consolidated subsidiaries and the operations that comprise the Contributed Businesses. References in this prospectus to “ARKO Parent” or “Parent” refer to ARKO Corp., a Delaware corporation, and its consolidated subsidiaries. We sometimes refer to our Class A common stock and our Class B common stock collectively as “common stock.”

Basis of Presentation

Except as otherwise disclosed in this prospectus, the historical combined financial statements and summary condensed combined financial data and other financial information included elsewhere in this prospectus are those of the Contributed Businesses, and have been prepared in U.S. dollars in conformity with accounting principles generally accepted in the United States (“GAAP”), except for the presentation of certain non-GAAP measures as discussed below. The Contributed Businesses’ historical combined financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of ARKO Parent. The combined financial statements reflect the historical results of operations, financial position and cash flows of the Contributed Businesses and the allocation of certain ARKO Parent operating and corporate expenses relating to the Contributed Businesses based on the historical financial statements and accounting records of ARKO Parent. Accordingly, if the Contributed Businesses had operated as a stand-alone entity, its results may have differed materially from those presented in these combined financial statements. In the opinion of management, the assumptions underlying the Contributed Businesses’ historical combined financial statements, including the basis on which the expenses have been allocated from ARKO Parent, are reasonable.

Non-GAAP Financial Measures

In this prospectus, we present certain financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America, referred to herein as “non-GAAP.” You should review the reconciliation and accompanying disclosures carefully in connection with your consideration of such non-GAAP measures and note that the way in which we calculate these measures may not be comparable to similarly titled measures employed by other companies. Specifically, we make use of the non-GAAP measures “EBITDA,” “Adjusted EBITDA,” “Discretionary Cash Flow,” “Net Debt” and the “Ratio of Net Debt to Adjusted EBITDA.”

EBITDA, Adjusted EBITDA, Discretionary Cash Flow, Net Debt and the Ratio of Net Debt to Adjusted EBITDA have been presented in this prospectus as supplemental measures of financial performance or liquidity that are not required by, or presented in accordance with, GAAP. We use EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in

 

 

1

About This Prospectus

 

evaluating our performance because they eliminate certain items that we do not consider indicators of our operating performance. EBITDA and Adjusted EBITDA are also used by many of our investors, securities analysts, and other interested parties in evaluating our operational and financial performance across reporting periods. We believe that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that we use internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing our operating performance. Discretionary Cash Flow is a liquidity measure we and third parties, such as industry analysts, investors, lenders, rating agencies and others, use to assess our ability to internally fund our acquisitions, pay distributions, and service or incur additional debt. Net Debt is used by management to measure the effective level of our indebtedness. The Ratio of Net Debt to Adjusted EBITDA is an important measure used by our management to evaluate our access to liquidity, and we believe it is a representation of our financial strength. The Ratio of Net Debt to Adjusted EBITDA is also frequently used by investors and credit rating agencies to analyze our operating performance. EBITDA, Adjusted EBITDA, Discretionary Cash Flow, Net Debt and the Ratio of Net Debt to Adjusted EBITDA should not be considered as alternatives to any financial measure derived in accordance with GAAP, including net income (loss). The presentations of these non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for the analysis of, our results as reported under GAAP. Because not all companies use identical calculations, the presentations of non-GAAP measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. For a discussion of the use of these measures and a reconciliation of the most directly comparable GAAP measures, see “Summary—Summary Condensed Combined Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Financial Measures.”

 

 

2

  

 

Industry and Market Data

Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the projections, assumptions and estimates made by the independent parties and by us.

 

 

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4

Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

10

Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

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Prospectus Summary

 

 

 

21

Prospectus Summary

 

 

22

Prospectus Summary

 

 

23

Prospectus Summary

 

 

24

Prospectus Summary

 

 

25

  

 

 

 

26

The Offering

 

 

 

27

The Offering

 

 

 

28

The Offering

 

 

29

The Offering

 

 

 

30

 

31

Summary Condensed Combined Financial and Other Data

 

 

 

32

Summary Condensed Combined Financial and Other Data

 

 

 

33

Summary Condensed Combined Financial and Other Data

 

 

 

34

  

 

Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our Class A common stock. If any of the following risks occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our Class A common stock could decline, and you may lose some or all of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including the risks and uncertainties described below. Please also see “Cautionary Note Regarding Forward-Looking Statements.”

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

The wholesale motor fuel distribution industry and the fleet fueling business are characterized by intense competition and fragmentation, and our failure to effectively compete could adversely affect our business, financial condition and results of operations.

The market for distribution of wholesale motor fuel and the fleet fueling business is highly competitive and fragmented, which results in narrow margins. We have numerous competitors, and some may have significantly greater resources and name recognition than we do. We rely on our ability to provide value added reliable services to maintain our margins and competitive position. If we were to fail to maintain the quality of our services, any or all of our wholesale customers could choose alternative distribution sources, decreasing our margins. Furthermore, major integrated oil companies may decide to distribute their own products in direct competition with us, or large wholesale customers may attempt to buy directly from the major integrated oil companies. The occurrence of any of these events could have a material adverse effect on our business and results of operations.

Our business could be adversely affected by sustained inflationary pressures which may decrease our operating margins and increase working capital investments required to operate our business.

The U.S. inflation rate steadily rose in 2021 and into 2022 before eventually declining materially during 2023 and stabilizing at lower levels in 2024. Inflation remains elevated in 2025, with consumer prices increasing approximately 3.0% in the twelve-month period ended July 2025. A continued period of elevated inflation may further increase our costs for labor, services and materials, which, in turn, could cause our operating costs and capital expenditures to increase. Further, our customers also face ongoing inflationary pressures and resulting impacts, such as the tight labor market and supply chain disruptions. The Federal Reserve and other central banks have implemented policies in an effort to curb inflationary pressure on the costs of goods and services across the U.S., including the significant increases in prevailing interest rates that occurred during 2022 and 2023 as a result of the 525 aggregate basis point increase in the federal funds rate. While the Federal Reserve reduced benchmark interest rates by 75 basis points in late 2024, it has maintained benchmark interest-rate at around 4.25% to 4.50% through much of 2025. The Federal Reserve then recently reduced the target range to 4.0%-4.25% on September 17, 2025, to 3.75%-4.00% on October 29, 2025, and to 3.50%-3.75% on December 10, 2025. Despite these reductions, interest rates remain elevated compared to recent historical periods, and the future path of inflation and interest rates remain uncertain. Elevated interest rates may increase our cost of capital, constrain our access to financing, and slow economic growth. These factors, individually or collectively,

 

 

35

Risk Factors

 

may not be recoverable through price adjustments and could have an adverse effect on our operating margins, liquidity, results of operations, and financial condition.

The motor fuel business is subject to seasonal trends, which may affect our earnings and ability to make distributions.

We and our customers experience more demand for motor fuel during the late spring and summer months than during the fall and winter. Travel, recreation and construction activities typically increase in these months in the geographic areas in which we operate, increasing the demand for motor fuel. Therefore, the volume of motor fuel that we distribute is typically somewhat higher in the second and third quarters of our fiscal year. As a result, our results from operations may vary from period to period, which would affect our earnings and may affect our ability to make cash distributions. Unfavorable weather conditions during the spring and summer months and a resulting lack of the expected seasonal upswings in traffic and sales could also adversely affect our customers’ business, financial condition and results of operations, which may adversely affect our business, financial conditions and results of operations.

Our financial condition and results of operations are influenced by changes in the wholesale prices of motor fuel, which may materially adversely impact our sales, operations, customers’ financial condition and the availability of trade credit.

Our operating results are influenced by prices for motor fuel, variable consignment and cardlock margins and the market for such products. Crude oil and domestic wholesale motor fuel markets are volatile. The margins we earn on our wholesale and fleet fueling segments’ sales, and the gallons of fuel we sell, are dependent on a number of factors outside our control, including the overall supply of refined products, overall market conditions, the demand for these products, competition from third parties, and the price of crude oil and domestic wholesale motor fuel. General political conditions, tariffs, trade wars, acts of war or terrorism and instability in oil producing regions, particularly in the Middle East, Russia, Africa and South America, could significantly affect crude oil supplies and wholesale fuel prices. Significant increases and volatility in wholesale fuel prices could result in substantial increases in the retail price of motor fuel products, lower fuel gross margin per gallon, lower demand for such products and lower sales to customers and dealers. As motor fuel prices decrease, so do our prompt payment incentives, which are generally calculated as a percentage of the total purchase price of the motor fuel we distribute. Conversely, as motor fuel prices increase, the margins we realize at our consignment and certain of our cardlock locations generally decrease as a result of the delay with which retail prices respond to wholesale price changes. This volatility makes it extremely difficult to predict the impact future wholesale cost fluctuations will have on our financial condition and results of operations. We occasionally lock in fuel prices by committing to purchase fuel in the future at a certain price. If the spot price for fuel at the time we actually take delivery of such product is less than what we paid for it, our margins could be negatively impacted. Fuel futures contracts to hedge price volatility may not perform as intended, which may negatively impact our margins. Extended periods of market conditions that result in us earning margins lower than anticipated or in us selling fewer gallons of product to wholesale and fleet fueling customers, for any of the reasons set forth above or otherwise, could adversely affect our financial condition, results of operations and cash flows.

Additionally, when diesel fuel prices rise, this results in higher truck shipping costs which causes shippers to consider alternative means for transporting freight, which may reduce trucking business and, in turn, may reduce our fuel sales volume. High diesel fuel prices may also cause our trucking customers to seek cost savings throughout their businesses, including measures which reduce total fuel consumption and may in turn reduce our fuel sales volume.

 

 

36

Risk Factors

 

Finally, higher prices for motor fuel may reduce our access to trade credit or worsen the terms under which such credit is available to us or may affect independent dealers, who may have insufficient credit to purchase motor fuel from us at their historical volumes, which could have a material adverse effect on our financial condition and results of operations.

Significant changes in demand for fuel-based modes of transportation and for trucking services could materially adversely affect our business.

Our business is generally driven by growth of road traffic, demand for trucking services, and trends in travel and tourism. Automotive, industrial and power generation manufacturers are developing more fuel-efficient engines, hybrid engines, electric vehicles and alternative clean power systems. Developments aimed at reducing greenhouse gas (“GHG”) emissions’ contribution to climate change may decrease the demand or increase the cost for our major product, petroleum-based motor fuel. Attitudes toward this product and its relationship to the environment may significantly affect our effectiveness in marketing our product and sales. Efforts to steer the public toward non-petroleum-based fuel dependent modes of transportation such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles may foster a negative perception toward motor fuel or increase costs for our product, thus affecting the public’s attitude toward our primary product. In 2024, electric vehicles accounted for approximately 8.1% of all light vehicle sales in the United States. In addition, truck and other vehicle manufacturers and our customers continue to focus on ways to improve motor vehicle fuel efficiency and conserve fuel, including use of truck platooning, or the electronic linking of trucks with a lead vehicle, heat and kinetic energy recovery technologies, substantially lighter “super trucks” and higher efficiency motor fuels. In addition, there are government regulations at both the state and federal level aimed at reducing emissions and increasing fuel efficiency (e.g., EV mandates, fuel efficiency standards and low emission zones) and other factors to accelerate the transition to electric vehicles, which could reduce demand for our products and services. Demand for trucking services in the U.S. generally reflects the amount of commercial activity in the U.S. economy. When the U.S. economy declines, demand for goods moved by trucks usually declines, and in turn demand for diesel fuel supplied by our fleet fueling segment typically declines, which could significantly harm our results of operations and financial condition.

Significant developments in any of the above-listed factors could lead to reductions in the demand for petroleum-based fuel and have a material adverse effect on our business, financial condition and results of operations.

Negative events or developments associated with branded motor fuel suppliers could have a material adverse impact on our revenues.

The success of our operations is dependent, in part, on the continuing favorable reputation, market value and name recognition associated with the motor fuel brands sold at ARKO Parent’s gas stations and to dealers. An event which adversely affects the value of those brands could have a negative impact on the volumes of motor fuel we distribute, which in turn could have a material adverse effect on our business, financial condition and results of operations.

We depend on several principal suppliers for our fuel purchases and third-party transportation providers for the transportation of most of our motor fuel. A failure by a principal supplier to renew its supply agreement, a disruption in supply, a significant change in supplier relationships or a significant incident related to a supplier could have a material adverse effect on our business and results of operations.

We depend on several principal suppliers for our fuel purchases. A significant disruption or operational failure affecting the operations of any of our suppliers, including its ability to have adequate supply at its

 

 

37

Risk Factors

 

fuel terminals, could materially impact the availability, quality and price of fuel we sell, cause us to incur substantial unanticipated costs and expenses, and adversely affect our business, financial condition and results of operations.

Our fuel supply agreements expire on various dates through June 2032. If any of our principal suppliers elects not to renew their contracts with us, we may be unable to replace the volume of motor fuel we currently purchase from such supplier on similar terms or at all. We rely upon our suppliers to timely provide the volumes and types of motor fuels for which they contract. In times of extreme market demand, supply disruption or as a result of futures market and geopolitical conditions, we may be unable to acquire enough fuel, including diesel fuel in particular, to satisfy the demand of our customers. Most of the motor fuel we distribute is transported from terminals to gas stations and cardlock locations by third-party transportation providers. Such providers may suspend, reduce or terminate their obligations to us if certain events (such as force majeure) occur, or may be subject to a shortage of drivers that results in a disruption in service. A change of key transportation providers, a disruption or cessation in services or supply provided by our providers, a significant change in our relationship with our suppliers or a significant accident or other incident involving a transportation provider could have a material adverse effect on our business, financial condition and results of operations.

A significant portion of our revenue is generated under fuel supply agreements with dealers that must be renegotiated or replaced periodically. If we are unable to successfully renegotiate or replace these agreements, then our results of operations and financial condition could be adversely affected.

A significant portion of our revenue is generated under fuel supply agreements with dealers. As these supply agreements expire, they must be renegotiated or replaced. Our fuel supply agreements generally have an initial term of 10 years. As of September 30, 2025, the volume-weighted average remaining term for our dealers was approximately 5.1 years. Our dealers have no obligation to renew their fuel supply agreements with us on similar terms or at all. We may be unable to renegotiate or replace our fuel supply agreements when they expire, and the terms of any renegotiated fuel supply agreements may not be as favorable as the terms of the agreements they replace. Whether these fuel supply agreements are successfully renegotiated or replaced is frequently subject to factors beyond our control. Such factors include fluctuations in motor fuel prices, a dealer’s ability to pay for or accept the contracted volumes and a competitive marketplace for the services offered by us. If we cannot successfully renegotiate or replace our fuel supply agreements, or must renegotiate or replace them on less favorable terms, revenues from these agreements could decline and our results of operations and financial condition could be adversely affected.

Because a substantial portion of our revenue is currently derived from ARKO Parent, any development that materially and adversely affects ARKO Parent’s operations, financial condition or market reputation could have a material and adverse impact on us.

ARKO Parent is our most significant customer and accounted for approximately 47% and 42% of our revenue in the year ended December 31, 2024 and the nine-month period ended September 30, 2025, respectively, and we expect to derive a significant portion of our revenues from ARKO Parent in the near term. As a result, any event that adversely affects ARKO Parent’s operations, financial condition, market reputation, liquidity, results of operations or cash flows may adversely affect our business and results of operations. Accordingly, we are indirectly subject to the business risks of ARKO Parent. Further, we are subject to the risk of non-payment or non-performance by ARKO Parent pursuant to contractual arrangements with ARKO Parent. We cannot predict the extent to which ARKO Parent’s business would be impacted if conditions in our industry deteriorate, nor can we estimate the impact such conditions

 

 

38

Risk Factors

 

would have on ARKO Parent’s ability to perform under its agreements with us. Any material non-payment or non-performance by any significant customer of ours, including ARKO Parent, would adversely affect our business and operating results.

Changes in economic conditions, tax or trade policy, and consumer confidence in the U.S. could materially adversely affect our business.

Our operations and the scope of services we provide are affected by changes in the macro-economic situation in the United States, which has a direct impact on consumer confidence and spending patterns. A number of key macro-economic factors, such as interest rates and unemployment, could have a negative effect on consumer habits and spending, and lead to lower demand for fuel.

Significant negative developments in the macro-economic environment in the United States could have a material adverse effect on our business, financial condition and results of operations.

If our acquisitions are not on economically acceptable terms, or if our acquisitions do not perform as we expect, our future growth may be negatively impacted.

Our growth strategy includes the acquisition of other companies, contracts and assets that either complement or expand our existing businesses. Any such acquisitions will be subject to the negotiation of definitive agreements, applicable governmental approvals and consents, including under applicable antitrust laws, and, in certain instances, satisfactory financing arrangements. We cannot assure you that we will be able to identify suitable transactions and, even if we are able to identify such transactions, that we will be able to consummate any such transactions on economically acceptable terms. Any acquisitions that we pursue may involve a number of risks, including some or all of the following:

 

•

the diversion of management’s attention from our core business;

 

•

the disruption of our ongoing business;

 

•

inaccurate assessment of liabilities or assets and lack of adequate protections or potential related indemnities;

 

•

the inability to successfully integrate our acquisitions;

 

•

the inability to achieve the anticipated synergies and financial improvements;

 

•

the loss of key customers or employees;

 

•

increasing demands on our operational systems;

 

•

the integration of information systems and internal control over financial reporting; and

 

•

possible adverse effects on our reported results of operations or financial position.

We may be dependent on ARKO Parent to identify and pursue acquisition opportunities and to offer such opportunities to us pursuant to the terms of the Omnibus Agreement. We may not be able to grow through acquisitions if we or ARKO Parent are unable to identify attractive acquisition opportunities. There could be the potential for conflicts of interest when we and ARKO Parent jointly pursue acquisitions or other corporate opportunities that may be suitable for both companies. For example, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between ARKO Parent and us, including the Omnibus Agreement, in relation to such acquisitions or other matters. Furthermore, ARKO Parent is under no obligation to adopt a business strategy that favors us. Subject to the terms of the Omnibus Agreement, ARKO Parent may favor its own interests in negotiating the terms of any acquisitions jointly pursued by us and ARKO Parent. The directors and

 

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Risk Factors

 

officers of ARKO Parent will have fiduciary duties that require them to make decisions in the best interests of the stockholders of ARKO Parent, which may be contrary to our interests. Such conflicts of interests and competing fiduciary obligations may inhibit our ability to grow or make additional acquisitions.

Our ability to grow and make acquisitions with cash on hand may be limited by our leverage, the terms of our and ARKO Parent’s indebtedness, and our cash dividend policy described herein under “— Cash Dividend Policy.”

There is intense competition for acquisition opportunities in our industry, and we may not be able to identify attractive acquisition opportunities. Competition for acquisitions may also increase the cost of, or cause us to refrain from, completing acquisitions. We may complete acquisitions, which, contrary to our expectations, ultimately do not prove to be accretive. If any of these events were to occur, our future growth may be negatively impacted.

We may be unable to successfully integrate acquired operations or otherwise realize the expected benefits from our acquisitions, which could adversely affect the expected benefits from our acquisitions and our results of operations and financial condition.

Any acquisition involves the integration of the business of two companies that have previously operated independently. The difficulties of combining the operations of the two businesses include: integrating personnel with diverse business backgrounds; familiarizing employees with new systems; and combining different corporate cultures.

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the business, and the loss of key personnel or customers. The diversion of management’s attention and any delay or difficulty encountered in connection with the integration of the two companies’ operations could have an adverse effect on our business and results of operations.

The success of our acquisitions depends, in part, on our ability to realize the anticipated benefits from combining the acquired business with ours. If we are unable to successfully integrate an acquired business, the anticipated benefits of such acquisition may not be realized fully or may take longer to realize than expected, which could have a material adverse effect on our business, financial condition and results of operations. For example, we may fail to realize the anticipated increase in earnings anticipated to be derived from an acquisition or the synergies expected, or there could be higher expenses related to the acquired business than expected. In addition, as with any acquisition, a significant decline in asset valuations or cash flows may also cause us not to realize expected benefits.

The Russia-Ukraine War, Israel-Hamas War, events occurring in response thereto and any expansion of hostilities, as well as the political, economic and social instability in Venezuela and Iran, may have an adverse impact on our business, our future results of operations, and our overall financial performance.

The effects of the conflicts between Russia and Ukraine beginning in February 2022 and between Israel and Hamas beginning in October 2023, as well as the political, economic and social instability in Venezuela and Iran, on our business, financial condition, and results of operations are impossible to predict. Any increase in sanctions, escalation of the conflicts, including the regional or global expansion of hostilities, and other future developments could significantly affect the global economy, lead to market volatility and supply chain disruptions, have an adverse impact on energy prices, including prices for crude oil, other feedstocks, and refined petroleum products, have an adverse impact on the margins from our wholesale distribution and fleet fueling operations, and have a material adverse effect on our business, financial condition, and results of operations.

 

 

40

Risk Factors

 

The distribution, transportation and storage of motor fuels is subject to environmental protection and operational safety laws and regulations, business interruptions and inherent hazards and risks that may expose us, our customers or suppliers, to significant costs and liabilities, which could have a material adverse effect on our business.

Our operations—including the sale, distribution, transportation, and storage of fuel products—and those of our suppliers and customers are subject to various environmental, health, safety, and operational risks that could materially and adversely affect our business, financial condition, and results of operations.

 

We and our facilities, particularly the storage, transportation and sale of fuel products, as well as the operations of our suppliers and customers, are subject to extensive federal, state and local environmental, health and safety laws and regulations, in particular, those related to the quality of fuel products, the handling and disposal of hazardous wastes and the prevention and remediation of environmental contaminations. These continue to evolve and have generally become more stringent over time. We invest financial and managerial resources to comply with environmental laws and regulations and believe such investment will be necessary for the foreseeable future. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of remedial obligations, the issuance of orders enjoining our operations, or other claims and complaints.

Additionally, our insurance and compliance costs may increase as a result of changes in environmental laws and regulations or changes in enforcement. These laws and regulations, as well as any new laws and regulations affecting fuel quality standards or the sale, distribution transportation and storage of motor fuels, have tended to become increasingly restrictive over time and could adversely affect our business and operating results by increasing our costs, limiting the demand for our products and services, or restricting our operations in the future. Most compliance costs are embedded in normal business operations. However, it is uncertain how much additional investment in technology, facilities or increased operating costs will be necessary to address hazardous materials, environmental restoration or new regulatory requirements.

Accidental leaks, spills, or other releases have occurred at our facilities and may continue to occur during our operations, potentially resulting in corrective actions, which can be costly, or environmental investigations at our facilities, leased locations, or third-party sites we manage. We may also face liability at non-company sites where our products have been handled or disposed of, particularly if prior practices—even if acceptable at the time—require remediation to meet current standards. Where releases of motor fuels, other pollutants, substances or wastes have occurred, federal and state laws and regulations, and our lease agreements, require that contamination caused by such releases be assessed and remediated to meet applicable clean-up standards. Certain environmental laws impose strict, joint and several liability without regard to negligence or fault on current and former site owners and operators for costs required to clean up and restore sites where motor fuels or other hazardous waste products have been disposed of or otherwise released. We may also be exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes. Private parties may also have the right to pursue legal actions to enforce compliance, as well as to seek damages for non-compliance, with environmental and safety laws and regulations or for personal injury or property damage. The costs associated with the investigation and remediation of contamination, as well as any associated third-party claims for damages or to impose corrective action obligations, could be substantial and could have a material adverse effect on us or our dealers.

Changes in product quality specifications, such as reduced sulfur content in refined petroleum products, or other more stringent requirements for fuels, including the production of fossil fuels, could

 

 

41

Risk Factors

 

reduce our ability to procure product, require us to incur additional handling costs or require the expenditure of capital. We may be unable to procure product or recover these costs through increased selling price.

Most of our fuel is transported by third-party carriers. A portion of fuel is transported in our own trucks; therefore, our operations are also subject to hazards and risks inherent in transporting motor fuel. These hazards and risks include, but are not limited to, fires, explosions, traffic accidents, spills, discharges and other releases, and cross-drops, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally imposed fines or clean-up obligations, personal injury or wrongful death claims, and other damage to our properties and the properties of others. Our operations are also subject to business interruptions from unplanned maintenance, fires, explosions, severe weather, power outages, labor disputes, acts of terrorism or other natural or man-made disasters. These events can result in serious injury or loss of life, property damage, environmental harm and significant financial losses. While we maintain insurance coverage, not all events may be fully insured or insurable or, if covered, the financial amount of such liabilities may exceed our policy limits or fall within applicable deductible or retention limits. Furthermore, our storage tanks are generally long-lived assets, and some have been in service for many years. The age and condition of our assets could result in increased maintenance or repair expenditures in the future. If any of our facilities, or those of our customers or suppliers, suffer significant damage or are forced to shut down for a significant period of time, it may have a material adverse effect on our results of operations and our financial condition as a whole.

The transportation of motor fuels, as well as the associated storage of such fuels, is subject to various federal, state and local environmental laws and regulations covering storage tanks, material releases, hazardous waste management, and employee safety. These regulations require permits, compliance with pollution standards and impose liability for pollution or non-compliance. Federal and state authorities, including the DOT and EPA, monitor compliance and may impose fines, penalties, or orders to halt operations.

Our business, and the businesses of our suppliers and customers, may also be affected by the adoption of environmental laws and regulations intended to address global climate change by limiting carbon emissions and introducing more stringent requirements for the exploration, drilling transportation, and use of crude oil and petroleum products. A number of state and regional efforts have emerged to address climate change and GHGs, including efforts that are aimed at tracking or reducing GHG emissions by means of cap-and-trade or carbon tax programs. Although it is not possible at this time to predict how new legislation or regulations that may be adopted to address GHG emissions would impact us, any future laws and regulations imposing reporting obligations on, or limiting emissions of GHGs from our or our suppliers’ or customers’ equipment and operations, could require us to incur costs to reduce or measure emissions of GHGs associated with operations. Restrictions on emissions of methane or carbon dioxide that may be imposed in various states or international jurisdictions, as well as international, state and local climate change initiatives, such as increased energy or fuel efficiency standards or mandates for renewable energy sources, could adversely affect our business or the business of our suppliers or customers. Widespread implementation of such laws and regulations may lead to a significant increase in the cost of petroleum-based fuels or otherwise lower demand for road transportation fuel, which may have a material adverse effect on our results of operations and our financial condition as a whole.

Upon entering office, the current federal U.S. administration issued a series of executive orders that signaled a significant shift in the United States energy, environmental and climate change policy from the

 

 

42

Risk Factors

 

prior U.S. presidential administration. Among other directives, such executive orders: (i) direct federal agencies to identify and exercise emergency authorities to facilitate conventional energy production, transportation and refining and call for the use of emergency regulations to expedite energy infrastructure projects; (ii) rescission of pre-existing executive actions meant to address climate change, including initiation of the withdrawal of the U.S. from the Paris Agreement and other climate change-focused international initiatives; (iii) promote energy exploration and production on federal lands and waters; (iv) mandate a review of existing regulations that may burden domestic energy development; and (v) pause disbursement of funds appropriated through the Inflation Reduction Act of 2022 and Infrastructure Investment and Jobs Act, including funds intended to support renewable energy and electric vehicle technologies. The administration has since proposed or promulgated a variety of regulatory initiatives, other executive actions and legislative proposals intended to further these and other policy priorities. These efforts include executive actions or legislative initiatives rescinding or limiting funding and tax provisions of the Inflation Reduction Act of 2022 in support of renewable energy technologies and electric vehicle adoption discussed above, including the One Big Beautiful Bill Act enacted on July 4, 2025, the outcome or effects of which cannot be predicted at this time. The long-term impact of such actions, and any future actions taken during the current administration, on our and our suppliers’ and customers’ operations or the demand for our products and services, if any, is difficult to predict at this time; however, they may result in increased activity from other policymakers, including at the state and local level, or from the private sector, which may adversely impact our operations or those of our value chain.

For more information on potential risks arising from environmental and occupational safety and health laws and regulations, please see “Business—Environmental and Other Government Regulations.”

We are subject to risks regarding sustainability matters.

There is ongoing scrutiny from investors, customers, policymakers and other stakeholders regarding companies’ management of climate change, human capital, and various other sustainability matters. We or our Parent engage in various initiatives (including disclosures) to help manage such matters and address stakeholder expectations; however, such initiatives can be costly and may not have the desired effect. For example, many sustainability initiatives leverage methodologies, standards, and data that are complex and continue to evolve. As with other companies, we expect our approach and that of our Parent to evolve as well, and we cannot guarantee that the approach will align with the expectations or preferences of any particular stakeholder. Stakeholders have different, and at times conflicting, expectations. Both advocates and opponents of such matters are increasingly resorting to activism, including litigation, to advance their perspectives. Similarly, policymakers (including certain states) have taken various actions to advance or constrain consideration of certain sustainability matters, and this divergence may increase the cost and complexity of compliance and any associated risks. Addressing stakeholder expectations and regulatory requirements may be costly and any failure to successfully navigate such expectations or requirements may result in reputational harm, loss of customers or contracts, changes in the availability or cost of capital, regulatory or investor engagement, or other adverse impacts to our business.

We and our customers and suppliers are required to obtain, maintain and comply with government permits, licenses and approvals, and failure to obtain, maintain, and comply with such permits, licenses and approvals could adversely affect us or our customers.

We and our customers and suppliers are required to obtain, maintain and comply with numerous federal, state and local government permits, licenses and approvals. Any of these permits, licenses or approvals

 

 

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Risk Factors

 

may be subject to denial, revocation or modification under various circumstances. Failure to obtain or maintain such approvals or comply with the conditions of permits, licenses or approvals may adversely affect our operations by, for instance, temporarily suspending our activities or curtailing our work and may subject us to fines, penalties, injunctive relief and other sanctions. Although existing permits and licenses are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including:

 

•

failure to provide adequate financial assurance for closure;

 

•

failure to comply with environmental, health and safety laws and regulations or permit conditions;

 

•

local community, political or other opposition;

 

•

executive action; and

 

•

legislative action.

In addition, if new environmental legislation or regulations are enacted or implemented, or existing laws or regulations are amended or are interpreted or enforced differently, we may be required to obtain additional operating permits, licenses or approvals. Our inability to obtain, or to comply with, the permits, licenses and approvals required for our businesses could have a material adverse effect on us.

Furthermore, the permitting process for various projects requires significant investments of time and money by our customers and sometimes by us. There are no assurances that we or our customers will obtain the necessary permits for these projects. Applications for permits to operate newly constructed facilities, including air emissions permits, may be opposed by government entities, individuals or environmental groups, resulting in delays and possible non-issuance of the permits.

Failure to comply with applicable laws and regulations could result in liabilities, penalties, costs, or license suspension or revocation that could have a material adverse effect on our business. In addition, future regulations, or more stringent enforcement of existing regulations, could increase those costs and liabilities, which could adversely affect our financial position and results of operations.

Our operations are subject to numerous federal, state and local laws and regulations, environmental laws and regulations, and various employment laws, including requirements for various licenses and registrations. To the extent we are not able to provide information that is required under such regulations because owners of our stock or our officers and directors do not provide the necessary documentation to comply or fail to comply with such regulations, we may have those licenses suspended or revoked, or new licenses may not be issued.

Our violation of, or inability to comply with, such regulations could expose us to regulatory sanctions ranging from criminal liability or monetary fines to the revocation or suspension of our permits and licenses for the sale of such products. We may also be subject to litigation including class action litigation which may result in substantial costs, expenses and damages related to legal proceedings. Such regulatory action or litigation could adversely affect our business, financial condition and results of operations.

Our failure to comply with applicable labor and employment laws pertaining to, among others, minimum wage, overtime, rest breaks, mandated healthcare benefits or paid time-off benefits could result

 

 

44

Risk Factors

 

in increased regulatory scrutiny, monetary fines and substantial costs and expenses related to legal proceedings.

Additionally, we may not be able to comply with new or amended laws and regulations that are adopted, and any new or amended laws and regulations could require us to modify our operations or equipment, shut down our facilities or obtain additional permits or approvals. Additionally, our customers and suppliers may not be able to comply with any new or amended laws and regulations, which could cause our customers or suppliers to curtail or cease operations.

We may not have sufficient cash from operations after payment of our expenses, including payments to ARKO Parent and its affiliates, and establishment of cash reserves to enable us to pay the intended quarterly distribution to our stockholders.

The amount of cash we can distribute to our Class A common stockholders principally depends on the amount of cash we generate from our operations, which fluctuates from quarter to quarter based on, among other things:

 

•

the volume of fuel we sell;

 

•

the prices of, level of production of and demand for crude oil and refined fuel products;

 

•

the level of our operating costs, including payments to ARKO Parent;

 

•

prevailing economic conditions;

 

•

our debt service requirements and other liabilities;

 

•

fluctuations in our working capital needs;

 

•

our ability to borrow funds and access capital markets;

 

•

restrictions in our agreements governing our or ARKO Parent’s debt;

 

•

the level and timing of capital expenditures we make, including capital expenditures incurred in connection with our growth projects;

 

•

the cost of acquisitions, if any; and

 

•

the amount of cash reserves established by us, which may increase in the future and which may in turn further reduce the amount of Discretionary Cash Flow.

As a result of all these factors, we cannot guarantee that we will have sufficient cash generated from operations to pay the quarterly cash dividends to holders of our common stock. Furthermore, holders of our common stock should be aware that the amount of Discretionary Cash Flow depends primarily on our cash flow, and is not solely a function of profitability, which is affected by non-cash items. As a result, we may make distributions during periods when we record net losses and may not make distributions during periods when we record net income. We may incur other expenses or liabilities during a period that could significantly reduce or eliminate our Discretionary Cash Flow and, in turn, impair our ability to pay dividends to holders of our common stock during the period. Because we are a holding company, our ability to pay dividends on our common stock is limited by restrictions on the ability of our subsidiaries to pay dividends or make other distributions to us, including restrictions under the terms of the agreements governing our and ARKO Parent’s indebtedness.

 

 

45

Risk Factors

 

The assumptions underlying the forecasts and targeted growth rate presented elsewhere in this prospectus are inherently uncertain and subject to significant business, economic, financial, regulatory and competitive risks that could cause our actual cash available for distribution to differ materially from our forecasts.

The forecasts presented elsewhere in this prospectus were prepared using assumptions that our management believes are reasonable. See “Cash Dividend Policy—Assumptions and considerations.” These include assumptions about (i) the proceeds from this offering, (ii) no material adverse effects to our business, industry or our suppliers’, ARKO Parent’s or any of our customers’ businesses or operations on account of natural disasters, (iii) no material adverse change resulting from supply disruptions or reduced demand for fuel products, (iv) no material adverse changes in market, regulatory and overall economic conditions and (v) no material adverse changes in the existing regulatory framework. The forecasts assume that no unexpected risks materialize during the forecast periods. Any one or more than one of these assumptions may prove to be incorrect, in which case our actual results of operations will be different from, and possibly materially worse than, those contemplated by the forecasts. There can be no assurance that the assumptions underlying the forecasts presented elsewhere in this prospectus will prove to be accurate. Actual results for the forecast periods will likely vary from the forecast results and those variations may be material. We make no representation that actual results achieved in the forecast periods will be the same, in whole or in part, as those forecasted herein. The forecasts are provided as of the date of this offering and we are under no obligation to update the forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even if the assumptions underlying such forecasts have changed or are no longer applicable following the date of this offering.

We are subject to extensive tax liabilities imposed by multiple jurisdictions that potentially have a material adverse effect on our financial condition and results of operations.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, fuel excise taxes, sales and use taxes, payroll taxes, franchise taxes, and property taxes. Many of these tax liabilities are subject to periodic audits by the respective taxing authorities. Changes in the tax laws could arise as a result of the base erosion and profit shifting project undertaken by the Organization for Economic Co-operation and Development (“OECD”). In December 2022, the European Union (“EU”) member states reached an agreement to implement the minimum tax component (“Pillar Two”) of the OECD’s tax reform initiative. The directive was enacted into the national law of the EU member states in 2023. If similar directives under Pillar Two are adopted by other taxing authorities, such changes could increase the amount of taxes we pay and therefore decrease our results of operations and cash flow. Additionally, substantial changes or reforms in the current tax regime could result in increased tax expenses and potentially have a material adverse effect on our financial condition and results of operations.

The loss of key senior management personnel or the failure to recruit or retain qualified senior management personnel could materially adversely affect our business.

We are dependent on the ability of both us and ARKO Parent to recruit, train and retain qualified individuals to manage our business. Economic factors, the state of the current labor market and availability of other employment options for our management personnel could impact our ability to recruit and retain qualified personnel that could have a material impact on our results of operations and impact our ability to execute upon our strategic goals. If we do not provide proper training and clear succession planning or are unable to entice the necessary talent to join our company and retain our employees over time, we may not have appropriate staff to be promoted to management roles as they

 

 

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Risk Factors

 

become available. Additionally, we are dependent on certain key employees to operate our business and the loss of any of our executive officers or other key employees could harm our business.

Unfavorable seasonal, weather or other climatic conditions could adversely affect our business.

Severe weather phenomena, such as hurricanes, floods, and blizzards, may adversely affect our results of operations due to increased costs associated with such weather conditions, possible significant damage to our dealer and cardlock locations and possible interruption of distributions to our wholesale customers, including ARKO Retail Sites and our dealer and fleet fueling sites. Temporary or long-term disruptions to our supply chain in connection with unfavorable weather conditions could impact our network of suppliers, significantly impacting the quality and pricing of fuel we sell. Climate change is expected to increase the frequency and intensity of these and other weather phenomena, as well as contribute to various chronic changes (including in meteorological and hydrological patterns) which may result in similar risks or otherwise adversely impact our operations. While we may, from time to time, take actions to mitigate associated risks, we cannot guarantee that such efforts will be successful. For example, an increase in frequency and intensity of natural disasters may adversely impact the availability or cost of insurance.

We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our brand, reputation, business, financial condition and results of operations.

We and our dealers accept a variety of credit cards and debit cards and, accordingly, we and our dealers are, and will continue to be, subject to significant and evolving regulations and compliance requirements, including obligations to implement enhanced authentication processes that could result in increased costs and liability and reduce the ease of use of certain payment methods. Additionally, we pay, and in some cases pass-through, interchange and other fees, which may increase over time.

Europay, MasterCard and Visa, or EMV, is a global standard for credit cards that uses computer chips to authenticate and secure chip-card transactions. We may be liable for fraudulent credit card transactions at the fuel dispensers. As of September 30, 2025, a majority of the fuel dispensers owned by ARKO Parent were EMV-compliant.

We rely on fuel brands and independent service providers for payment processing, including credit and debit cards. If these fuel brands and independent service providers become unwilling or unable to provide these services to us, if the cost of using these providers increases, or if such providers have a data breach or mishandle our data, our business could be harmed. Additionally, there is a trend toward cardless payment methods, which may require additional investment to implement at our locations. As these trends develop, we will need to align our fleet card offering to the new technologies.

We are also subject to payment card association operating rules and agreements, including data security rules and agreements and certification requirements which could change or be reinterpreted to make it difficult or impossible for us to comply. In particular, we must comply with the Payment Card Industry Data Security Standard, or PCI DSS, a set of requirements designed to ensure that all companies that process, store or transmit payment card information maintain a secure environment to protect cardholder data. If we, or our third-party service providers, fail to comply with any of these rules or requirements, or if our, or our third-party service providers, data security systems are breached or compromised, we may be liable for losses incurred by card issuing banks or customers, subject to fines and higher transaction fees, lose our ability to accept credit or debit card payments from our customers,

 

 

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Risk Factors

 

or process electronic fund transfers or facilitate other types of payments. Any failure to comply with such rules or requirements could significantly harm our brand, reputation, business, financial condition and results of operations.

Significant disruptions of information technology systems, breaches of data security or other cybersecurity incidents, or compromised data could materially adversely affect our business.

We rely on multiple information technology systems and a number of third-party vendor platforms (collectively, “IT Systems”) in order to run and manage our daily operations, including for fuel pricing, payroll, accounting, budgeting, reporting, and site operations. Such IT Systems allow us to manage various aspects of our business, communicate with customers, and to provide reliable analytical information to our management. The future operation, success and growth of our business depends on streamlined processes made available through our uninhibited access to information systems, global communications, internet activity and other network processes. Like most other companies, despite our current cybersecurity risk management framework and process controls, our IT Systems and those of our third-party service providers and our customers, may be vulnerable to information security breaches, ransomware or extortion, mishandled data, acts of vandalism, computer viruses and interruption or loss of valuable business data. Stored data might be improperly accessed due to a variety of events beyond our control, including, but not limited to, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunications services, physical and electronic loss of access to data and information, terrorist attacks, hackers, security breaches or other security incidents, and computer viruses or attacks. We rely on third-parties to provide maintenance and support of our IT Systems, and to store our data (including customer data) and a failure of any of these third-parties to provide adequate and timely support, or compromise of these third-parties’ systems, could adversely affect the operation of our IT Systems. We have technology security initiatives and disaster recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequately designed or implemented to ensure that our operations are not disrupted or the data security breaches do not occur.

Hackers and data thieves are increasingly sophisticated and operate large-scale and complex attacks which may remain undetected until after they occur. Such attacks also may be further enhanced in frequency or effectiveness through threat actors’ use of artificial intelligence. Any breach of our network or those of our vendors may result in damage to our reputation, the loss of valuable business data, the misappropriation of our valuable intellectual property or trade secret information, misappropriation of our customers’ or employees’ personal information, key personnel being unable to perform duties or communicate throughout the organization, loss of sales, significant costs for data restoration and other adverse impacts on our business. Despite our existing security procedures and controls, if our network or the network of one of our service providers was compromised, it could give rise to unwanted media attention, materially damage our customer relationships, harm our business, reputation, results of operations, cash flows and financial condition, result in fines or litigation, and may increase the costs we incur to protect against such information security breaches, such as increased investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud. In addition, successful cyberattacks, data breaches, or data security incidents, at one of our vendors or other market participants, whether or not we are directly impacted, could lead to a general loss of customer confidence or affect our supply chain which could negatively affect us, including harming the market perception of the effectiveness of our security measures or harming the reputation of the industry in general, which could result in reduced use of our products and services.

 

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Risk Factors

 

The costs of mitigating cybersecurity risks are significant and are likely to increase in the future. These costs include, but are not limited to, retaining the services of cybersecurity providers; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; costs related to maintaining redundant networks, data backups and other damage-mitigation measures; and extra administrative costs to mitigate risk and deal with any system breaches. While we maintain cyber liability insurance coverage through ARKO Parent, our insurance may not be sufficient to protect against all losses we may incur due to policy exclusions or if we suffer significant or multiple attacks.

We are subject to evolving laws, regulations, standards, and contractual obligations related to data privacy and security regulations, and our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business.

We collect and store large amounts of data on our network, including sensitive information concerning our employees, customers and vendors. As such, we are subject to, or affected by, a number of federal, state, and local laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security, and govern our collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal and other information including that of our employees, customers, and others. If we are found to have breached any such laws or regulations, we may be subject to enforcement actions that require us to change our business practices in a manner which may negatively impact our revenue, as well as expose us to litigation, fines, civil and/or criminal penalties and adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation and business in a manner that harms our financial position.

The U.S. Federal Trade Commission (the “FTC”) and state governments require companies to implement data security and privacy measures appropriate to the sensitivity of customer information, business size, and available tools. Failure to meet these expectations may result in claims of unfair or deceptive practices under the Federal Trade Commission Act or similar state laws, leading to potential legal actions for privacy and data security violations.

Further, we make public statements about our use and disclosure of personal information through our privacy policies that are posted on our websites. The publication of our privacy policies and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices.

In addition, numerous states already have, and are looking to expand, data protection and privacy legislation requiring companies like ours to consider solutions to meet differing needs and expectations of customers. Similar laws have been proposed at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging and we may not be able to monitor and react to all developments in a timely manner.

Our failure, and/or the failure by ARKO Parent, who will provide us with substantially all of our operational and administrative services under the Management Services Agreement, or the various third-party service providers and partners with which we or ARKO Parent do business, to comply with applicable privacy policies or federal or state laws and regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in the unauthorized release of personal data or other user data, or the perception that any such failure or

 

 

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Risk Factors

 

compromise has occurred, could negatively harm our brand and reputation, result in a loss sales and/or result in fines and/or proceedings by governmental agencies and/or customers, any of which could have a material adverse effect on our business, results of operations and financial condition.

We lease certain of our sites from third parties; are jointly and severally liable under certain master leases; and our dealers control other sites, all of which could result in increased costs and disruptions to our operations.

We lease a portion of our sites from third parties or sublease from ARKO Parent, under long-term arrangements with various expiration dates.

We are also a party to master leases as a cotenant with ARKO Parent. Under such master leases, generally we are jointly and severally liable for the obligations of ARKO Parent thereunder, and, in the event ARKO Parent is unable to satisfy such obligations, we would be liable for such obligations, which could result in significant costs to us and materially adversely affect our business. Further, in the event the landlord terminates a lease or there is an event of default by ARKO Parent, we could be evicted from such premises, which could significantly disrupt our business operations. Although we have indemnity from ARKO Parent under certain of such lease arrangements, there can be no guarantee that ARKO Parent will be able to satisfy its indemnity obligations. We also lease or sublease properties to certain of our dealers, and a default by the dealer under its lease or sublease could result in us losing a supply relationship. Such defaults by a significant number of our dealers could materially adversely affect our business. See “Business—Real Estate—Real Estate Arrangements with ARKO Parent” and “Certain Relationships and Related Party Transactions—Real Estate Arrangements with ARKO Parent” for more information on these agreements.

Additionally, we are subject to the possibility that we are unable to renew such leases or are only able to do so with increased costs or more onerous terms.

The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash available for dividends to our stockholders.

We may not be able to lease sites we own or sublease sites we lease on favorable terms and any such failure could adversely affect our results of operations, financial condition and ability to make distributions to our stockholders.

We may lease or sublease certain sites to dealers. If we are unable to obtain tenants or subtenants on favorable terms for sites we own or lease, the resulting rental payments may be insufficient to cover our costs for the site. We cannot provide any assurance that the margins on our distribution of motor fuel to these sites will be sufficient to offset our operating costs or unfavorable lease terms. The occurrence of these events could adversely affect our results of operations, financial condition and ability to make distributions to our stockholders.

Our business could suffer if we fail to adequately secure, maintain, and enforce our intellectual property rights.

We rely on our trademarks and trade names to distinguish some of our services from those of our competitors, and have registered or applied to register a limited number of trademarks. We cannot assure that our trademark applications will be approved. Third-parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products or services, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands.

 

 

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Risk Factors

 

Further, we cannot assure that competitors will not infringe our trademarks, or that we will have adequate resources to enforce our trademarks. Any claims of intellectual property infringement, even those without merit, could be expensive and time consuming to defend and divert management’s attention, cause us to cease making, licensing or using the products or services that incorporate the challenged intellectual property, require us to rebrand our products or services, if feasible, or require us to enter into royalty or licensing agreements in order to obtain the right to use a third-party’s intellectual property.

We also rely on trademarks that we license from third-parties to identify the branded fuels that we supply. If we violate the terms of these licenses, we could be liable for damages, and the licenses could be terminated. The termination or non-renewal of any of these licenses could require us to rebrand or to replace the licensed goods and services, and accordingly could have a material adverse effect on our business, reputation, financial condition and results of operations.

Our operations present risks which may not be fully covered by insurance.

We carry comprehensive insurance through ARKO Parent against the hazards and risks underlying our operations. We believe our insurance policies are customary in the industry; however, some losses and liabilities associated with our operations may not be covered by our insurance policies. In addition, there can be no assurance that we will be able to obtain similar insurance coverage on favorable terms (or at all) in the future. Significant uninsured losses and liabilities could have a material adverse effect on our financial condition and results of operations. Furthermore, our insurance is subject to high deductibles. As a result, certain large claims, even if covered by insurance, may require a substantial cash outlay by us, which could have a material adverse effect on our financial condition and results of operations. Moreover, the deductibles and limits under our policies will be subject to certain sharing arrangements with ARKO Parent as set forth in the Employee and Intercompany Matters Agreement, which generally requires that we do not prejudice or limit ARKO Parent’s recovery when pursuing claims thereunder. To the extent ARKO Parent experiences losses under the insurance policies, the limits of our coverage may be decreased.

We will remain a restricted subsidiary and guarantor under the Senior Notes Indenture upon completion of this offering and will be subject to various covenants under such indenture, which may adversely affect our operations.

We will remain a restricted subsidiary and guarantor under the Senior Notes Indenture, so will be directly or indirectly affected by certain prohibitions and limitations contained therein, which may restrict our ability to undertake certain actions that might otherwise be considered beneficial. See “Description of Certain Indebtedness” for additional information about the Senior Notes, as well as the terms of ARKO Parent’s credit facilities to which we have been, and will be through the consummation of this offering, contractually bound, and expected amendments to such facilities. Our status as a restricted subsidiary means that our ability to take certain actions, including undertaking certain transactions, upon completion of this offering will be restricted by the terms of such indenture. We will remain a restricted subsidiary until we are no longer a subsidiary of ARKO Parent. These covenants restrict, among other things, our ability to:

 

•

incur or guarantee indebtedness;

 

•

make certain investments and acquisitions;

 

•

incur liens on assets or permit them to exist;

 

•

enter into certain types of transactions with affiliates;

 

 

51

Risk Factors

 

•

merge or consolidate with another company;

 

•

transfer, sell, or otherwise dispose of assets; and

 

•

pay dividends, or make distributions or certain other restricted payments, unless dividends are also paid on a pro-rata basis to ARKO Parent.

Each of these restrictions is subject to various exceptions, the availability of which may be affected by the extent to which ARKO Parent utilizes those exceptions as well as the financial condition and results of operations of ARKO Parent. The existence of these restrictions could adversely affect our ability to finance our future operations or capital needs or engage in, expand, or pursue our business activities, and it could also prevent us from engaging in certain transactions that might otherwise be considered beneficial to us. The Senior Notes Indenture will also impose certain requirements with respect to the way we apply the proceeds from this offering as described further under “Description of Certain Indebtedness —Senior Notes —Covenants”. Due to its ownership and control of us, ARKO Parent has the ability to prevent us from taking actions that would cause ARKO Parent to violate such restrictions, or otherwise cause ARKO Parent to be in default under any of its credit arrangements. Additionally, in the future, ARKO Parent may determine that it is in its best interest to agree to more restrictive covenants, which may indirectly impede our business operations or affect our ability to pay dividends.

Events beyond our control, including changes in general business and economic conditions, may impair ARKO Parent’s ability to comply with covenants in the Senior Notes Indenture, and a breach of any such covenants may result in an event of default. Upon the occurrence of an event of default, the noteholders may declare the notes immediately due and payable and/or exercise any and all remedial and other rights thereunder. ARKO Parent may be unable to repay any accelerated indebtedness, and we may not be able to repay any indebtedness pursuant to the guarantee or refinance any accelerated indebtedness on favorable terms, or at all, which could have an adverse effect on our financial condition or results of operations.

The agreements governing our indebtedness contain various restrictions and financial covenants that may restrict our business and financing activities.

We depend on the earnings and cash flow generated by our operations in order to meet our debt service obligations. The operating and financial restrictions and covenants in the GPMP Capital One Credit Facility (as defined herein), and any future financing agreements, may restrict our ability to finance future operations or expand our business activities. For example, the GPMP Capital One Credit Facility restricts, among other things, our ability to create liens, incur additional indebtedness or issue certain disqualified equity interests, make investments, loans or advances, engage in mergers or consolidations with or into other companies, sell assets and make other dispositions, pay dividends and distributions or repurchase capital stock, change the nature of its business, engage in sale-leaseback transactions, engage in transactions with affiliates, and repay certain indebtedness. In addition, the GPMP Capital One Credit Facility contains covenants requiring us to maintain certain financial ratios. See “Description of Certain Indebtedness—GPMP Capital One Credit Facility” for additional information.

Our ability to comply with these restrictions and covenants is uncertain and will be affected by the levels of cash flow from operations and other events or circumstances beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we violate any provisions of the GPMP Capital One Credit Facility or any future credit facilities we enter into that are not cured or waived within the appropriate time periods provided in the agreements governing such indebtedness, a significant portion of our indebtedness may become immediately due and payable, and our lenders’ commitment to make further loans to us under such credit facilities may terminate. We might not have, or be able to obtain, sufficient funds to make these accelerated payments.

 

 

52

Risk Factors

 

If we were unable to repay the accelerated amounts, the lenders under our secured credit facilities, such as the GPMP Capital One Credit Facility, could proceed against the collateral granted to them to secure such debt. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, which could result in our insolvency.

Our level of indebtedness, together with ARKO Parent’s indebtedness, the terms of our and its borrowings and any future ARKO Parent credit ratings could adversely affect our ability to grow our business, our ability to make cash distributions to our stockholders and our credit ratings and profile.

Together, we and ARKO Parent have a significant amount of debt. As of September 30, 2025, we had total debt, net of $389.0 million, including current maturities of $5.7 million, and ARKO Parent had an additional $522.6 million (exclusive of indebtedness included in our financial statements), including current maturities of $31.3 million, for which we have provided guarantees or under which we are otherwise contractually bound. Such significant level of debt could increase our vulnerability to general adverse economic and industry conditions and require us to dedicate a substantial portion of our cash flow from operations to service our or ARKO Parent’s debt obligations, thereby reducing the availability of our cash flow to fund our growth strategy.

Furthermore, a higher level of indebtedness increases the risk that we or ARKO Parent may default under our respective obligations, which may include ARKO Parent’s obligations under its commercial agreements with us. In the event ARKO Parent were to default under certain of its debt obligations, we could be materially adversely affected. We have no control over whether ARKO Parent remains in compliance with the provisions of its credit arrangements, except as such provisions may otherwise directly pertain to us. There is also the risk that if ARKO Parent were to default under certain of its debt obligations, ARKO Parent’s creditors would attempt to assert claims against our assets during the litigation of their claims against ARKO Parent, even if we or our subsidiaries have not provided a guarantee of such debt or are otherwise contractually bound. The defense of any such claims could be costly and could materially impact our financial condition, even absent any adverse determination. In the event these claims were successful, our ability to meet our obligations to our creditors, make distributions and finance our operations could be materially adversely affected.

If we were to seek a credit rating in the future, our credit rating may be adversely affected by the leverage or any future credit rating of ARKO Parent, as credit rating agencies such as Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. may consider the leverage and credit profile of ARKO Parent and its affiliates because of their ownership interest in and control of us, our guarantee of the Senior Notes and because ARKO Parent accounts for a material portion of our fuel revenue and fuel contribution. Any adverse effect on our credit rating would increase our cost of borrowing or hinder our ability to raise financing in the capital markets, which would impair our ability to grow our business and make cash distributions to our stockholders.

Our variable rate debt could adversely affect our financial condition and results of operations.

Certain of our outstanding term loans and revolving credit facilities bear interest at variable rates, subjecting us to fluctuations in the short-term interest rate. Beginning in early 2022, in response to significant and prolonged increases in inflation, the U.S. Federal Reserve Board raised interest rates eleven times during 2022 and 2023, which increased the borrowing costs on our variable rate debt. The Federal Reserve Board then paused rate increases in the fourth quarter of 2023 following the deceleration of inflationary growth. More recently, the Federal Reserve began an easing cycle in September 2024 and has continued reducing its policy rate, including additional cuts in December 2024 and September,

 

 

53

Risk Factors

 

October and December 2025, and it may seek to further reduce interest rates, increase interest rates or maintain current interest rates. The timing, number and amount of any future interest rate changes are uncertain, and there can be no assurance that rates will continue to decrease at a rate currently predicted or at all, which would in turn negatively impact our borrowing costs. Any future federal fund rate increases could in turn make our financing activities, including those related to our acquisition activity, more costly and limit our ability to refinance existing debt when it matures or pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. As of September 30, 2025, all of our debt bore interest at variable rates, which is based on CME Group’s forward-looking Secured Overnight Financing Rate (“SOFR”). Consequently, significant increases in market interest rates would create substantially higher debt service requirements, which could have a material adverse effect on our overall financial condition, including our ability to service our indebtedness.

Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, operating results and financial condition.

The U.S. government imposes tariffs on certain foreign goods from time to time. Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. While certain of the announced tariffs have been delayed, the U.S. government may in the future pause, reimpose or increase tariffs, and countries subject to such tariffs have and in the future may impose reciprocal tariffs or other restrictive trade measures in response. This in turn could require us to increase prices to our customers, which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. We cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. We cannot predict the extent to which the U.S. or other countries will impose quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, operating results and financial condition.

RISKS RELATED TO THE TRANSACTIONS AND OUR GOVERNANCE RELATIONSHIP WITH ARKO PARENT

ARKO Parent controls our Company and will have the ability to control the direction of our business.

After the completion of this offering, ARKO Parent, indirectly through its wholly owned subsidiary, Arko Convenience Stores, LLC, will own 35,000,000 shares of our Class B common stock, representing 76.9% of the economic interests in us, and 94.3% of the combined voting power of our Class A common stock and Class B common stock (or 74.3% of the economic interests in us and 93.5% of the combined voting power of our Class A common stock and Class B common stock if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full).

As long as ARKO Parent or its affiliates (other than us) owns more than 50% of the total voting power of both classes of our common stock, it will be able to control nearly all corporate actions that require a stockholder vote, regardless of the vote of any other stockholder. As a result, ARKO Parent will have the ability to control significant matters involving us, including:

 

•

the election and removal of our directors;

 

 

54

Risk Factors

 

•

determinations with respect to mergers, business combinations, dispositions of assets or other extraordinary corporate transactions;

 

•

certain amendments to our amended and restated certificate of incorporation;

 

•

changes in capital structure, including the level of indebtedness;

 

•

the number of shares of our common stock available for issuance under our equity incentive plans for our prospective and existing employees; and

 

•

agreements that may adversely affect us including, without limitation, certain master leases to which we and ARKO Parent are party under which we are jointly and severally liable for ARKO Parent’s obligations.

Alternatively, if ARKO Parent does not provide any requisite affirmative vote on matters requiring stockholder approval allowing us to take particular actions when requested, we will not be able to take such actions, and as a result, our business, financial condition, results of operations and cash flows may be adversely affected. Even if ARKO Parent owns 50% or less of our total voting power of both classes of our common stock, ARKO Parent will have the ability to substantially influence these matters for as long as it owns a significant portion of the voting power.

The interests of ARKO Parent may differ from our interests or those of our other stockholders and the concentration of control in ARKO Parent will limit other stockholders’ ability to influence corporate matters. The concentration of ownership and voting power with ARKO Parent also may delay, defer or prevent an acquisition by a third party or other change of control of our Company and may make some transactions more difficult or impossible without the support of ARKO Parent, even if such events are in the best interests of our other stockholders. The concentration of voting power with ARKO Parent may have an adverse effect on the price of our Class A common stock. Our Company may take actions that our other stockholders do not view as beneficial, which may adversely affect our business, financial condition, results of operations and cash flows, and may cause the value of your investment to decline.

ARKO Parent’s interests may conflict with our interests and the interests of our other stockholders. Conflicts of interest or disputes between ARKO Parent and our Company could be resolved in a manner unfavorable to our Company and our other stockholders.

ARKO Parent could have interests that differ from, or conflict with, the interests of our other stockholders and could cause us to take certain actions even if the actions are not favorable to us or our other stockholders or are opposed by our other stockholders. If ARKO Parent is acquired or otherwise experiences a change in control, any acquirer or successor will be entitled to exercise ARKO Parent’s voting control with respect to us.

Potential conflicts of interest or disputes may arise between ARKO Parent and us in a number of areas relating to our past or ongoing relationships, including:

 

•

tax, employee benefits and indemnification;

 

•

employee retention and recruiting;

 

•

the nature, quality and pricing of services ARKO Parent has agreed to provide to us;

 

•

business opportunities that may be attractive to both ARKO Parent and us; and

 

•

any new commercial arrangements between ARKO Parent and us in the future.

 

 

55

Risk Factors

 

The resolution of any potential conflicts or disputes between ARKO Parent and us may be less favorable to us than the resolution we might achieve if we were dealing with an unaffiliated third party.

The various ancillary agreements that we intend to enter into with ARKO Parent and its affiliates will be of varying durations and may be amended upon agreement of the parties. See “Certain Relationships and Related Party Transactions.” The terms of these agreements will be primarily determined by ARKO Parent, and, therefore, may not be representative of the terms we could obtain on a standalone basis or in negotiations with an unaffiliated third party. For as long as we are controlled by ARKO Parent, we may not be able to negotiate renewals or amendments to these agreements, if required, on terms as favorable to us as those we would be able to negotiate with an unaffiliated third party.

Our amended and restated certificate of incorporation could prevent us from benefiting from corporate opportunities that might otherwise have been available to us.

Our amended and restated certificate of incorporation will include certain provisions regulating and defining the conduct of our affairs to the extent that they may involve ARKO Parent and its directors, officers, employees, agents and affiliates (except that we will not be deemed affiliates of ARKO Parent or its affiliates for purposes of these provisions) and our rights, powers, duties and liabilities and those of our directors, officers, managers, employees and agents in connection with our relationship with ARKO Parent. In general, and except as may be set forth in any agreement between us and ARKO Parent, these provisions will provide that ARKO Parent and its affiliates may carry on and conduct any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as us; ARKO Parent and its affiliates may do business with any of our customers, vendors and lessors; and ARKO Parent and its affiliates may make investments in any kind of property in which we may make investments. In addition, these provisions will provide that we renounce any interest or expectancy to participate in any business of ARKO Parent or its affiliates.

Moreover, our amended and restated certificate of incorporation will provide that we renounce any interests or expectancy in corporate opportunities which become known to (i) any of our directors, officers, managers, employees or agents who also are directors, officers, employees, agents or affiliates of ARKO Parent or its affiliates (except that we and our subsidiaries will not be deemed affiliates of ARKO Parent or its affiliates for the purposes of the provision) or (ii) ARKO Parent or its affiliates (collectively the persons identified in clauses (i) and (ii), the “Covered Persons”). Generally, the Covered Persons who would otherwise owe fiduciary duties to us or our stockholders will not be liable to us or our stockholders for breach of any fiduciary duty solely by reason of the fact that any such person pursues or acquires any such corporate opportunity for the account of ARKO Parent, itself, or its affiliates. This renunciation will not extend to corporate opportunities expressly offered in writing to one of our directors, officers, managers, employees or agents, solely in his or her capacity as a director, officer, manager, employee or agent of us.

These provisions in our amended and restated certificate of incorporation will cease to apply at such time as (i) we and ARKO Parent and its affiliates are no longer affiliates of one another and (ii) none of the directors, officers, employees, agents or affiliates of ARKO Parent serve as our directors, officers, managers, employees or agents. The corporate opportunity provision may exacerbate conflicts of interest between ARKO Parent and us because the provision effectively permits one of our directors, officers, managers, employees or agents who also serves as a director, officer, employee, agent or affiliate of ARKO Parent or its affiliates to choose to direct a specified corporate opportunity to ARKO Parent or its affiliates instead of to us. Accordingly, we may lose such a corporate opportunity or suffer competitive harm, which could negatively impact our business or prospects.

 

 

56

Risk Factors

 

The services that ARKO Parent will provide to us following the initial public offering may not be sufficient to meet our needs, which may result in increased costs and otherwise adversely affect our business.

Prior to completion of this offering, ARKO Parent performed various functions on our behalf including finance, information technology, legal, human resources, quality, supply chain and purchasing functions. Following this offering, we expect ARKO Parent to continue to provide many of such services to us for a fee provided for in the Management Services Agreement described in “Certain Relationships and Related Party Transactions—Management Services Agreement.” ARKO Parent will not be obligated to provide these services in a manner that differs from the nature of the services today, and thus we may not be able to modify these services in a manner desirable to us. Further, if we no longer receive these services from ARKO Parent, we may not be able to perform these services ourselves or to find appropriate third party arrangements at a reasonable cost, and the cost may be higher than that charged by ARKO Parent.

If ARKO Parent terminates the Management Services Agreement, or defaults in the performance of its obligations under such agreement, we may be unable to contract with a substitute service provider on similar terms, or at all.

We rely on ARKO Parent to provide us with executive management under the Management Services Agreement, and we may not have independent executive management or support personnel. The Management Services Agreement may be terminated under certain circumstances, including in the event of a change of control of the Company. Our future success depends significantly on the involvement of certain of ARKO Parent’s senior managers and employees, who have valuable expertise in all areas of our business. ARKO Parent’s ability to retain and motivate the senior managers and employees involved in the management of our business, as well as attract highly skilled employees, significantly affect our ability to run our business successfully and to execute our growth strategy. If we were to lose access to one or more of the senior managers provided for under the Management Services Agreement it might be difficult to appoint replacements. This could have an adverse impact on our business, financial condition, results of operations and cash flows. In light of ARKO Parent’s familiarity with our assets, a substitute service provider may not be able to provide the same level of service due to lack of pre-existing synergies. If we cannot locate a service provider that is able to provide us with services substantially similar to those provided by ARKO Parent under the Management Services Agreement on similar terms, it would likely have a material adverse effect on our business, financial condition, results of operation and cash flows.

We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with ARKO Parent.

The agreements we have entered into or will enter into with ARKO Parent in connection with the Transactions, including the Management Services Agreement, the Employee and Intercompany Matters Agreement, the Omnibus Agreement, the Fuel Distribution Agreement, the Tax Matters Agreement and certain other commercial agreements were prepared when we did not have a separate or disinterested board of directors.

As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. Arm’s-length negotiations between ARKO Parent and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party. For additional information, refer to the section entitled “Certain Relationships and Related Party Transactions.”

 

 

57

Risk Factors

 

The liability and obligations of ARKO Parent is limited under our arrangements with it and we have agreed to indemnify ARKO Parent against claims that it may face in connection with certain of such arrangements.

Under the Management Services Agreement, ARKO Parent will not assume any responsibility other than to provide or arrange for the provision of the services described therein in good faith and the provision or arrangement of such services is subject to a number of exceptions, which may leave us without sufficient operational or administrative support. ARKO Parent is generally not obligated to continue to employ or engage the requisite personnel or service provider, and if such resources are no longer available to ARKO Parent, a third party service provider objects to the provision of services to us or if another exception under the Management Services Agreement applies, ARKO Parent will not be obligated to provide us with the applicable service until we are able to hire the requisite personnel or onboard a satisfactory replacement service provider.

In addition, under the Employee and Intercompany Matters Agreement, we will be responsible for any liabilities associated with the participation in ARKO Parent’s benefit plans, regardless of when such claims or liabilities are filed, reported or payable. Under that agreement, ARKO Parent may designate certain of directors and officers who, notwithstanding indemnification by ARKO Parent, shall look to us as the indemnitor of first resort. Additionally, under the Fuel Distribution Agreement, ARKO Parent may terminate our exclusive supplier relationship under certain circumstances upon short notice by paying liquidated damages, which may not fully compensate us for the disruption to our business.

In addition, under certain related party lease and sublease agreements, we are responsible for all taxes, insurance, utilities, maintenance, and environmental compliance obligations, and indemnify ARKO Parent and its affiliates for liabilities arising under such agreements, or may otherwise be liable for obligations of ARKO Parent and its affiliates under such agreements, including as a result of breaches outside of our control. See “Risk Factors—Risks Related to Our Business and Industry—We may not be able to lease sites we own or sublease sites we lease on favorable terms and any such failure could adversely affect our results of operations, financial condition and ability to make distributions to our stockholders” above.

These protections may result in ARKO Parent tolerating greater risks when making decisions than otherwise would be the case, expose us to unexpected costs related to employment matters and the risks of significant interruption in our business operations if ARKO Parent or its service providers are permitted to reduce to cease providing operational and administrative services on which we rely to conduct our business, which may materially affect our business and results of operations.

Certain of the executive officers of ARKO Parent are also our directors and officers, which may create conflicts of interest or the appearance of conflicts of interest.

Certain of ARKO Parent’s current executive officers are also our executive officers, and this could create, or appear to create, potential conflicts of interest when we and ARKO Parent encounter opportunities or face decisions that could have implications for both companies or in connection with the allocation of such officers’ time between ARKO Parent and us. Additionally, Arie Kotler, our Chief Executive Officer and member of our Board of Directors, is also Chief Executive Officer and a member of the board of directors of ARKO Parent. Because of their current or former positions with ARKO Parent, our executive officers own equity interests in ARKO Parent. Continuing ownership of shares of ARKO Parent capital stock and current and future equity awards could create, or appear to create, potential conflicts of interest if we and ARKO Parent face decisions that could have implications for both ARKO Parent and us.

 

 

58

Risk Factors

 

ARKO Parent may compete with us.

Notwithstanding ARKO Parent’s continued ownership and control of the Company, ARKO Parent will not be restricted from competing with us other than with respect to offering us certain opportunities to participate in joint acquisitions under the Omnibus Agreement. If ARKO Parent in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected.

RISKS RELATED TO OWNERSHIP OF OUR CLASS A COMMON STOCK AND THIS OFFERING

We have no operating history as a separate public company, and our historical financial information is not necessarily representative of the results we would have achieved as a separate public company and may not be a reliable indicator of our future results.

The historical financial information we have included in this prospectus does not reflect what our financial position, results of operations or cash flows would have been had we been a separate public company during the historical periods presented, or what our financial position, results of operations or cash flows will be in the future as a separate public company. Prior to the Transactions, our businesses have been operated by ARKO Parent as part of its broader corporate organization, rather than as a separate public company. ARKO Parent performed various business functions for us such as finance, information technology, legal, human resources, licensing, risk management, fuel procurement, fuel pricing, supply chain and purchasing functions. Our historical financial results reflect allocations of corporate expenses from ARKO Parent or autonomous entity adjustments for such functions and may be different than the expenses we would have incurred had we operated as a separate public company. Following the Transactions, our costs related to such functions may therefore increase. Additionally, after the completion of the Transactions, including this offering, the cost of capital for our businesses may be higher than ARKO Parent’s cost of capital prior to the Transactions. Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as a company separate from ARKO Parent.

There has been no public market for our Class A common stock prior to this offering, and the trading price of our Class A common stock may be volatile.

There has been no public market for our Class A common stock prior to this offering, and an active trading market for our Class A common stock may not develop or be sustained. The initial public offering price of our Class A common stock was determined through negotiation between us and the underwriters. This price does not necessarily reflect the price at which investors in the market will be willing to buy and sell shares of our Class A common stock following this offering. In addition, the trading price of our Class A common stock may fluctuate significantly in response to a number of factors, most of which we cannot predict or control, including:

 

•

price and volume fluctuations in the overall stock market or of fuel distribution stocks from time to time;

 

•

actual or anticipated changes in our results of operations or fluctuations in our results of operations, including due to the seasonality of our business;

 

•

our incurrence of any additional indebtedness or any fluctuations in interest rates impacting our existing indebtedness;

 

•

our ability to produce timely and accurate financial statements;

 

 

59

Risk Factors

 

•

the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;

 

•

announcements by us or our competitors of new offerings or new or terminated significant contracts, commercial relationships, acquisitions, or capital commitments;

 

•

industry or financial analyst or investor reaction to our press releases, other public announcements and filings with the SEC;

 

•

rumors and market speculation involving us or other companies in our industry;

 

•

price and volume fluctuations in the overall stock market from time to time;

 

•

the expiration of market standoff or contractual lock-up agreements and sales of shares of our Class A common stock by us or our stockholders;

 

•

failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

 

•

actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

 

•

litigation or other proceedings involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

 

•

developments or disputes concerning our intellectual property rights or our solutions, or third-party proprietary rights;

 

•

new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

 

•

any major changes in our management or our Board of Directors;

 

•

the global political, economic, and macroeconomic climate, including but not limited to, actual or perceived instability in the banking industry, potential uncertainty with respect to the federal debt ceiling and budget and potential government shutdowns related thereto, labor shortages, supply chain disruptions, potential recession, inflation, and rising interest rates;

 

•

the impact of political instability, natural disasters, war and/or events of terrorism, such as the conflict in the Middle East and between Russia and Ukraine and the corresponding tensions created from such conflict between Russia, the United States and countries in Europe and the Middle East, as well as other countries such as China;

 

•

actual or perceived cybersecurity breaches or incidents;

 

•

any significant change in our management or Board of Directors; and

 

•

sales of our Class A common stock by us, ARKO Parent, or our officers, directors and employees.

In addition, the trading price of our Class A common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the overall market and the trading price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, would result in substantial costs and a diversion of our management’s attention and resources.

 

 

60

Risk Factors

 

Furthermore, the trading price of our Class A common stock may be adversely affected by third parties trying to drive down the trading price of our Class A common stock. Short sellers and others, some of whom post anonymously on social media, can negatively affect the trading price of our Class A common stock and may be positioned to profit if the trading price of our Class A common stock declines. These broad market and industry factors may seriously harm the trading price of our Class A common stock, regardless of our operating performance.

The continued concentrated ownership of our common stock could depress our Class A common stock price.

Immediately following the completion of this offering, ARKO Parent will own 35,000,000 shares of our Class B common stock, representing 76.9% of the economic interests in us, and 94.3% of the combined voting power of our Class A common stock and Class B common stock (or 74.3% of the economic interests in us and 93.5% of the combined voting power of our Class A common stock and Class B common stock if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full). The liquidity of shares of our Class A common stock in the market may be constrained for as long as ARKO Parent continues to hold a significant position in our common stock. A lack of liquidity in our Class A common stock could depress the price of our Class A common stock.

We cannot predict the effect our multi-class structure may have on the market price of our Class A common stock.

We cannot predict whether our multi-class structure will result in a lower or more volatile market price of our Class A common stock, adverse publicity or other adverse consequences. For example, certain stock index providers have excluded or limited the eligibility of public companies with multiple classes of shares of common stock from being added to certain stock indices. The multi-class structure of our common stock would therefore make us ineligible for inclusion in indices with such restrictions and, as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track these indices may not invest in our Class A common stock.

In addition, several stockholder advisory firms and large institutional investors have been critical of the use of multi-class structures. Such stockholder advisory firms may publish negative commentary about our corporate governance practices or capital structure, which may dissuade large institutional investors from purchasing shares of our Class A common stock.

These actions could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

Future sales or distributions of shares of our Class A common stock by ARKO Parent could depress our Class A common stock price, impact our operations or result in a change in control of us.

Following completion of this offering, ARKO Parent will hold 35,000,000 shares of Class B common stock, which are convertible into 35,000,000 shares of Class A common stock. After this offering, and subject to the lock-up period described below under “Shares Eligible for Future Sale—Lock-up Agreements,” ARKO Parent generally has the right at any time to sell or otherwise dispose of all or a portion of the shares of our Class B common stock or Class A common stock that it owns to third parties. A sale of a controlling interest in us to a third party would result in persons other than ARKO Parent controlling us and could result in a change of management or changes in our business operations and policies. Sales by ARKO Parent in the public market of substantial amounts of our Class A common stock or a spin-off to its stockholders also could depress the price of our Class A common stock.

 

 

61

Risk Factors

 

In addition, ARKO Parent will have the right, subject to certain conditions, to require us to file registration statements covering the sale of shares of our Class A common stock issuable upon conversion of its shares of our Class B common stock or to include such shares of our Class A common stock in other registration statements that we may file. In the event ARKO Parent exercises its registration rights and sells all or a portion of its shares of our Class A common stock, the price of our Class A common stock could decline. See “Shares Eligible for Future Sale—Sale of restricted shares.”

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our Class A common stock adversely, the trading price and trading volume of our Class A common stock could decline.

The trading market for our Class A common stock will depend, in part, on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If any of the analysts who cover us change their recommendation regarding our Class A common stock adversely, provide more favorable relative recommendations about our competitors, or publish inaccurate or unfavorable research about our business, the trading price of our Class A common stock would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our securities could decrease, which could cause the trading price and volume of our Class A common stock to decline.

If you purchase our Class A common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

Investors purchasing Class A common stock in this offering will pay a price per share that substantially exceeds the pro forma net tangible book value per share. As a result, investors purchasing Class A common stock in this offering will incur immediate dilution of $19.20 per share, at the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and our pro forma net tangible book value per share as of September 30, 2025. For additional information on the dilution you may suffer as a result of investing in this offering, see the section entitled “Dilution.”

This dilution is due to the substantially lower price paid by ARKO Parent for its shares of our Class B common stock purchased prior to this offering as compared to the price offered to the public in this offering for our Class A common stock.

We are a holding company and our only material asset after completion of this offering will be our interests in our subsidiaries, and we are accordingly dependent upon distributions from our subsidiaries to pay dividends, taxes and other expenses.

We are a holding company and have no material assets other than our ownership of interests in various operating companies contributed to us by ARKO Parent in the Transactions and any assets that we may acquire. We do not have any independent means of generating revenue. We intend to cause our subsidiaries to make distributions to us in an amount sufficient to cover all applicable taxes payable and the quarterly dividends declared by us, along with costs to fund our operations. To the extent that we need funds to pay such quarterly cash dividend to holders of our Class A common stock or otherwise, and our subsidiaries are restricted from making such distributions under applicable law or regulation or are otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition and limit our ability to pay dividends to holders of our common stock.

 

 

62

Risk Factors

 

We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and may in the future rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon completion of this offering, ARKO Parent will hold 94.3% of the total voting power of both classes of our common stock outstanding after this offering (or 93.5% of the total voting power of both classes of our common stock if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full) and will therefore have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions (see “Risk Factors—Risks Related to the Transactions and our Governance Relationship with ARKO Parent—ARKO Parent controls our Company and will have the ability to control the direction of our business”). As a result of the voting power held by ARKO Parent, we will be a “controlled company” within the meaning of the corporate governance rules of Nasdaq. Under these rules, a listed company of which more than 50% of the total voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

 

•

the requirement that a majority of our Board of Directors consist of independent directors;

 

•

the requirement that our nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, or if no such committee exists, that our director nominees be selected or recommended by independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate;

 

•

the requirement that our compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 

•

the requirement for an annual performance evaluation of our nominating and corporate governance and compensation committees.

We do not currently expect or intend to rely on any of these exemptions, but there can be no assurance that we will not rely on these exemptions in the future. If we were to utilize some or all of these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq rules regarding corporate governance.

We expect to incur additional costs as a result of being a public company, which may adversely affect our business, financial condition and results of operations.

Upon completion of this offering, we expect to incur costs associated with corporate governance requirements that will become applicable to us as a public company, including rules and regulations of the SEC, under the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Exchange Act, as well as the rules of Nasdaq. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time-consuming. We also expect these rules and regulations to make it more expensive for us to maintain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. Accordingly, increases in costs incurred as a result of becoming a publicly traded company may adversely affect our business, financial condition and results of operations.

 

 

63

Risk Factors

 

If we experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.

As a result of becoming a public company, we will be required, under Section 404 of the Sarbanes-Oxley Act of 2002, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning with our Annual Report on Form 10-K for the year ending December 31, 2026. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.

We are further enhancing internal controls, processes and related documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. The effectiveness of our controls and procedures may be limited by a variety of factors, including:

 

•

faulty human judgment and simple errors, omissions or mistakes;

 

•

fraudulent action of an individual or collusion of two or more people;

 

•

inappropriate management override of procedures; and

 

•

the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial control.

Our auditors will be required to express an opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon the closing of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

 

 

64

Risk Factors

 

Certain provisions in our amended and restated certificate of incorporation or our debt facilities may discourage, delay or prevent a change in control or prevent an acquisition of our business at a premium price.

Our amended and restated certificate of incorporation will include certain provisions which may have the effect of delaying or preventing a future takeover or change in control that stockholders may consider to be in their best interests. Among other things, our amended and restated certificate of incorporation will provide for (i) limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes, (ii) a prohibition on stockholder action by written consent from and after the Trigger Event (as defined under “Description of Capital Stock—Certain Anti-Takeover Provisions of Delaware Law”), (iii) a forum selection clause, which means certain litigation against us can only be brought in Delaware and (iv) authorized but unissued common stock and preferred stock, which are available for future issuances without stockholder approval. Our equity plans and our officers’ employment agreements provide certain rights to plan participants and those officers, respectively, in the event of a change in control. For more information, see “Description of Capital Stock.”

Under the Senior Notes Indenture, if certain specified change of control events occur, which may include the sale of all or substantially all of ARKO Petroleum’s assets, each holder of the Senior Notes may require ARKO Parent to repurchase all of such holder’s Senior Notes at a purchase price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. In addition, the GPMP Capital One Credit Facility provides for an event of default upon the occurrence of certain specified change of control events, which may include the sale of all or substantially all of ARKO Petroleum’s assets.

Our amended and restated certificate of incorporation will designate specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum, to the fullest extent permitted by law, for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other employees or stockholders to us or our stockholders, creditors or other constituents, or a claim of aiding and abetting any such breach of fiduciary duty, (3) any action asserting a claim against us or any of our directors or officers or other employees or stockholders arising pursuant to, or any action to interpret, apply, enforce any right, obligation or remedy under or determine the validity of, any provision of the Delaware General Corporation Law (“DGCL”) or our amended and restated certificate of incorporation or amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (4) any action asserting a claim that is governed by the internal affairs doctrine, or (5) any other action asserting an “internal corporate claim” under the DGCL shall be the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery does not have subject matter jurisdiction, another state court sitting in the State of Delaware or, if and only if neither the Court of Chancery nor any state court sitting in the State of Delaware has subject matter jurisdiction, then the federal district court for the District of Delaware) (the “Delaware Forum Provision”). Notwithstanding the foregoing, our amended and restated certificate of incorporation will provide that the Delaware Forum Provision will not apply to any actions arising under the Securities Act or the Exchange Act. However, our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, (i) the federal district court for the District of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act and (ii) the Court of Chancery of the State of

 

 

65

Risk Factors

 

Delaware and the federal district court for the District of Delaware shall be the sole and exclusive forums for the resolution of any derivative claim arising under the Exchange Act (the “Federal Forum Provision”).

The Delaware Forum Provision and the Federal Forum Provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the Delaware Forum Provision or the Federal Forum Provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition or results of operations. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision, but will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

 

 

66

  

 

Cautionary Note Regarding Forward-Looking Statements

This prospectus contains “forward-looking statements” within the meaning of applicable securities laws. All statements (other than statements of historical facts) in this prospectus regarding our prospects, expectations, intentions, plans, financial position and business strategy may constitute forward-looking statements. Forward-looking statements generally can be identified by the use of terminology such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “should,” “predict,” “project,” “potential,” “continue” or the negatives of these terms or variations of them or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry in which we operate as well as our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate in these circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. Forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance. They involve risks, uncertainties and assumptions. Many factors could affect our actual results and could cause actual results to differ materially from those expressed in the forward-looking statements. 

Risks and uncertainties, the occurrence of which could adversely affect our business and cause actual results to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, the following:

 

•

our ability to effectively compete in the highly competitive fragmented motor fuel distribution industry and the fleet fueling business;

 

•

sustained inflationary pressures on costs for labor, services and materials, and high interest rates;

 

•

seasonal trends;

 

•

changes in the wholesale prices of motor fuel;

 

•

significant changes in demand for fuel-based modes of transportation and for trucking services;

 

•

negative events or developments associated with branded motor fuel suppliers;

 

•

dependency on several principal suppliers for our fuel purchases and third-party transportation providers for the transportation of most of our motor fuel;

 

•

significant portion of our revenue is generated under fuel supply agreements with dealers that must be renegotiated or replaced periodically;

 

•

changes in economic conditions, tax or trade policy, and consumer confidence in the U.S.;

 

•

acquisitions not on economically acceptable terms, or acquisitions that do not perform as expected;

 

•

our ability to successfully integrate acquired operations or otherwise realize the expected benefits from our acquisitions;

 

•

the Russia-Ukraine War, Israel-Hamas War, events occurring in response thereto and any expansion of hostilities, as well as the political, economic and social instability in Venezuela and Iran;

 

•

environmental protection and operational health and safety laws and regulations related to the distribution, transportation and storage of motor fuels, or business interruptions and inherent hazards and risks that may expose us, our customers or suppliers, to significant costs and liabilities;

 

•

our ability and our customers’ and suppliers’ ability to obtain, maintain and comply with government permits, licenses and approvals;

 

 

67

Cautionary Note Regarding Forward-Looking Statements

 

•

failure to comply with applicable laws and regulations;

 

•

generation of sufficient cash from operations after payment of our expenses, and establishment of cash reserves to enable us to pay the intended quarterly distribution to our stockholders;

 

•

extensive tax liabilities imposed by multiple jurisdictions;

 

•

the loss of key senior management personnel or the failure to recruit or retain qualified senior management personnel;

 

•

unfavorable weather conditions;

 

•

payment-related risks that may result in higher operating costs or the inability to process payments;

 

•

significant disruptions of information technology systems, breaches of data security or other cybersecurity incidents, or compromised data;

 

•

evolving laws, regulations, standards, and contractual obligations related to data privacy and security regulations, and our actual or perceived failure to comply with such obligations;

 

•

our ability to renew leases of land on which certain of our sites are located, or our ability to renew such leases with terms favorable to us;

 

•

our ability to lease sites we own or sublease sites we lease on favorable terms;

 

•

our failure to adequately secure, maintain, and enforce our intellectual property rights;

 

•

our operations present risks which may not be fully covered by insurance;

 

•

we will remain a restricted subsidiary and guarantor under the Senior Notes Indenture and will be subject to various covenants;

 

•

the agreements governing our indebtedness contain various restrictions and financial covenants;

 

•

our level of indebtedness, together with ARKO Parent’s indebtedness, the terms of our and its borrowings and any future ARKO Parent credit ratings;

 

•

our and ARKO Parent’s variable rate debt;

 

•

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

 

•

the market price and trading volume of our Class A common stock may be volatile and could decline significantly;

 

•

continued concentrated ownership of our common stock could depress our Class A common stock price;

 

•

risks related to our multi-class structure on the market price of our Class A common stock;

 

•

future sales or distributions of shares of our Class A common stock by ARKO Parent could depress our Class A common stock price; and

 

•

other risks and uncertainties detailed under the section entitled “Risk Factors.”

Additionally, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this prospectus might not prove to be accurate, and you should not place undue reliance upon them or

 

 

68

Cautionary Note Regarding Forward-Looking Statements

 

otherwise rely upon them as predictions of future events. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

 

69

  

 

Use of Proceeds

We estimate that the net proceeds to us from the sale of shares of our Class A common stock in this offering will be approximately $184.0 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. This assumes an initial public offering price of $19.00 per share, which is the midpoint of the estimated public offering price range on the cover page of this prospectus. If the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full, the net proceeds to us will be approximately $211.8 million.

We intend to use the net proceeds from this offering to repay approximately $184 million of outstanding principal amount under our revolving credit facility (the “Capital One Line of Credit”) provided pursuant to the GPMP Capital One Credit Facility (and $211.8 million if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full). To the extent any proceeds from this offering remain after such repayment, we intend to use such remaining proceeds for general corporate purposes.

As of September 30, 2025, approximately $380.8 million was outstanding under the Capital One Line of Credit, bearing interest at a weighted average rate of 7.4% per annum. Borrowings under the GPMP Capital One Credit Facility bear interest, at our election, at Adjusted Term SOFR plus a margin ranging from 2.25% to 3.25% per annum or an alternate base rate plus a margin ranging from 1.25% to 2.25% per annum, in each case depending on GPMP’s consolidated total leverage ratio. The GPMP Capital One Credit Facility matures on May 5, 2028 and does not require scheduled principal payments prior to maturity. Borrowings to be repaid with the net proceeds of this offering were incurred for general partnership purposes, including working capital, capital expenditures and permitted acquisitions.

We cannot specify with certainty all of the uses of the net proceeds that we will receive from this offering. Accordingly, we will have broad discretion in the application of these proceeds, and our investors will be relying on the judgment of our management regarding the application of the net proceeds of this offering.

Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds that we receive from this offering by approximately $9.8 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, the net proceeds that we receive from this offering by approximately $17.7 million, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

The information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

 

 

70

  

 

Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2025:

 

•

on an actual basis; and

 

•

on an as adjusted basis to give effect to the issuance and sale of shares of our Class A common stock offered by us in this offering at an assumed offering price of $19.00 per share, which is the midpoint of the estimated price range appearing on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the application of such proceeds as described in the section entitled “Use of Proceeds.”

The information below is not necessarily indicative of what our cash and capitalization would have been had the offering been completed as of September 30, 2025. In addition, it is not indicative of our future cash and capitalization. This table should be read in conjunction with the Contributed Businesses’ audited and unaudited combined financial statements and related notes thereto contained elsewhere in this prospectus, as well as “Prospectus Summary—Summary Combined Financial and Other Data,” “Prospectus Summary—The Transactions,” “Use of Proceeds,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

		As of September 30, 2025
		Actual				As Adjusted
		(in thousands)
Cash and cash equivalents		$	32,993			$	32,993
Debt, including current and long-term
Capital One Line of Credit(1)(4)			377,042				193,042
M&T Debt(2)			11,923				11,923
Total Debt		$	388,965			$	204,965
Stockholders’ Equity
Common stock:
Class A, par value $0.0001 per share; No shares authorized, issued and outstanding as of September 30, 2025; as adjusted: 400,000,000 shares authorized, 10,500,000 shares issued and outstanding(3)			—				1
Class B, par value $0.0001 per share; No shares authorized, issued and outstanding as of September 30, 2025; as adjusted: 200,000,000 shares authorized, 35,000,000 issued and outstanding(3)			—				—
Common stock, par value $0.0001 per share; 1,000 shares authorized, issued and outstanding as of September 30, 2025; as adjusted, no shares authorized, issued or outstanding			—				—
Preferred Stock, par value $0.0001 per share; No shares authorized, issued and outstanding as of September 30, 2025; as adjusted: 5,000 shares authorized, none issued or outstanding			—				—
Additional paid-in capital			1				184,000
ARKO Parent’s net investment			43,305				43,305
Total Stockholders’ Equity		$	43,306			$	227,306
Total capitalization		$	432,271			$	432,271

 

 

71

Capitalization

 

(1)

Does not include $0.5 million of letters of credit outstanding under the Capital One Line of Credit. As of September 30, 2025, we had $418.7 million available for borrowing under the Capital One Line of Credit.

(2)

Composed of (a) $2.4 million outstanding under the line of credit to purchase equipment and (b) $9.5 million of real estate loans. As of September 30, 2025, approximately $33.5 million remained available under ARKO Parent’s equipment line of credit. See “Description of Certain Indebtedness.” In connection with the consummation of this offering, we expect ARKO Parent’s credit agreement with M&T Bank will be amended to remove our subsidiaries as borrowers or guarantors under such facility, and we will concurrently enter into the ARKO Parent Intercompany Notes (as defined herein), which will be subordinated and unsecured, with subsidiaries of ARKO Parent in an aggregate principal amount equal to the portion of the M&T debt attributable to our business. The material terms of the ARKO Parent Intercompany Notes with respect to interest, maturity and the repayment of amounts thereunder will mirror those contained in the M&T Credit Agreement, and are intended to reflect the economics of, and align our payment obligations with, the portion of the indebtedness outstanding under the M&T Credit Agreement that is attributable to our business.

(3)

As part of the Transactions, we will issue to ARKO Parent (in exchange for the 1,000 shares of common stock initially issued to ARKO Parent in connection with its incorporation, which shares will be cancelled as part of the exchange) 35,000,000 shares of our Class B common stock. In this offering, we expect to issue 10,500,000 shares of Class A common stock (or 12,075,000 shares if the underwriters exercise their over-allotment option in full).

(4)

We intend to use the net proceeds from this offering to repay approximately $184 million of outstanding principal amount under our Capital One Line of Credit provided pursuant to the GPMP Capital One Credit Facility. See “Description of Certain Indebtedness” and “Use of Proceeds.”

 

 

72

  

 

Dilution

If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma net tangible book value per share of our Class A common stock after this offering. Dilution results from the fact that the per share offering price of the Class A common stock is substantially in excess of the book value (deficit) per share attributable to the shares of our outstanding common stock, all of which, immediately prior to this offering, is held by ARKO Parent.

Net tangible book value per share of Class A common stock is determined by dividing our total tangible assets less our total liabilities by the number of shares of our common stock outstanding. As of September 30, 2025, we had a net tangible book value of $(192.9) million, or $(5.51) per share of Class A common stock.

After giving further effect to receipt of the net proceeds from our issuance and the sale of 10,500,000 shares of Class A common stock in this offering at an assumed initial public offering price of $19.00 per share of Class A common stock, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us and the use of the proceeds of this offering, our pro forma net tangible book value as of September 30, 2025 would have been approximately $(8.9) million, or approximately $(0.20) per share of common stock. This amount represents an immediate increase in net tangible book value of $5.32 per share to our existing stockholder and an immediate dilution of approximately $19.20 per share to new investors participating in this offering. We determine dilution by subtracting the pro forma net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock.

The following table illustrates the calculation of the amount of dilution per share that a purchaser of shares of our Class A common stock in this offering will incur given the assumptions above:

 

Assumed initial public offering price per share		$	19.00
Net tangible book value per share as of September 30, 2025		$	(5.51	)
Increase in net tangible book value per share attributable to new investors purchasing Class A common stock in this offering		$	5.32
Pro forma net tangible book value per share of Class A common stock upon completion of this offering and the use of the proceeds of this offering as described under “Use of Proceeds”		$	(0.20	)
Dilution per share to new Class A common stock investors from this offering		$	19.20

The above discussion and table exclude an aggregate of 2,275,000 additional shares of our Class A common stock reserved for future awards pursuant to the 2026 Plan.

A $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) would increase or decrease the pro forma net tangible book value per share after this offering by $0.21 per share and increase or decrease the dilution to new investors in this offering by $0.79 per share, in each case assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and less underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their option to purchase from us

 

 

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additional shares of our Class A common stock in full, the pro forma net tangible book value per share of our common stock would be $0.40 per share, and the dilution in net tangible book value per share to investors in this offering would be $18.60 per share of Class A common stock.

 

 

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Cash Dividend Policy

You should read the following discussion of our cash dividend policy in conjunction with “—Assumptions and Considerations” below, which includes the factors and assumptions upon which we have based our cash dividend policy. In addition, you should read “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for information regarding statements that do not relate strictly to historical or current facts and certain risks inherent in our business, which may impact our ability to pay cash dividends.

This forecast of Adjusted EBITDA and Discretionary Cash Flow in future periods is based on the assumptions described below and other assumptions believed by us to be reasonable as of the date of this prospectus, and such forecast and the discussion below necessarily comprise forward-looking statements. These forward-looking statements are based upon estimates and assumptions about circumstances and events that have not yet occurred and are subject to all of the uncertainties inherent in making projections. This forecast should not be relied upon as fact or as an accurate representation of future results. Future results will be different from this forecast and the differences may be materially less favorable.

For additional information regarding our historical results of operations, you should refer to financial statements included elsewhere in this prospectus.

General

We currently intend to pay a regular quarterly cash dividend of $0.50 per share to holders of our common stock, or $2.00 per share on an annualized basis. Our Board of Directors will determine the amount, timing, and payment of any dividend in its sole discretion taking into account Discretionary Cash Flow, reserves for working capital and investment capital expenditures, debt service, the prudent conduct of our business, and other factors it deems relevant. Our objective is to pay our common stockholders a consistent and growing cash dividend that is sustainable on a long-term basis. Cash dividends paid in respect of our Class A common stock will also be paid in respect of our Class B common stock. As a result, dividends paid on our common stock will be received on a pro rata basis by holders of our Class A common stock and holders of our Class B common stock, which Class B common stock is held indirectly by ARKO Corp.

Our quarterly dividend will initially be set at $0.50 per share of our common stock, or $2.00 per share on an annualized basis, and the amount may be changed in the future without advance notice. We established our quarterly dividend level based upon a targeted payout ratio of approximately 80% of projected annual Discretionary Cash Flow, but the actual amount of any dividend will depend on the circumstances at the time it is determined by our Board of Directors. We expect to pay a quarterly dividend on or about the 60th day following the expiration of each of the first three fiscal quarters and on or about the 80th day following the fourth fiscal quarter to holders of our common stock of record on or about the 11th day preceding the applicable payment date. With respect to our first dividend payable on April 21, 2026, we intend to pay a pro-rated dividend of $0.26 per share of common stock.

Rationale for Our Dividend

We have established our quarterly dividend level after considering the cash flows we expect to generate from the Contributed Businesses, including the assumptions described below. Our Discretionary Cash Flow is likely to fluctuate from quarter to quarter, in some cases significantly, as a result of the

 

 

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seasonality of our business operations and purchasing and payment patterns which change based upon the day of the week and weather conditions, among other factors. Accordingly, during quarters in which our business operations generate Discretionary Cash Flow in excess of the amount necessary to pay our stated quarterly dividend, we may reserve a portion of the excess cash to fund cash distributions in future quarters. In quarters in which we do not generate sufficient cash available to fund our stated quarterly cash dividend, if our Board of Directors so determines, we may use sources of cash not included in our calculation of Discretionary Cash Flow, such as all or any portion of the cash on hand or net cash provided by financing activities, including borrowings under our credit facilities, to pay dividends to holders of our common stock. Although these other sources of cash may be substantial and available to fund a dividend payment in a particular period, we exclude these items from our calculation of Discretionary Cash Flow because we consider them non-recurring or otherwise not representative of the operating cash flows we typically expect to generate. GPMP’s revolving credit facility with Capital One permits GPMP to use proceeds from loans under such credit facility of up to $18 million per fiscal year and $25 million in the aggregate to pay dividends.

Discretionary Cash Flow

For purposes of setting the level of our quarterly dividend, we primarily considered the forecasted Discretionary Cash Flow we expect to generate from the Contributed Businesses. Accordingly, we believe that an understanding of Discretionary Cash Flow is useful to investors in evaluating our ability to pay dividends pursuant to our stated cash dividend policy. Generally, we expect to calculate “Discretionary Cash Flow” each quarter as net cash provided by operating activities:

 

•

less changes in operating assets and liabilities, maintenance capital expenditures, charges to allowance for credit losses, and non-cash rent income (expense);

 

•

plus acquisition costs, amortization of deferred income net of prepaid to related party, and certain other expenses (income).

This measure is not a guarantee of actual dividends and should not be relied upon as an indicator of amounts that will be available in any future period. For a further discussion of non-GAAP metrics, such as Adjusted EBITDA and Discretionary Cash Flow and their limitations as analytical tools, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures.”

Limitations on Cash Dividends and Our Ability to Change Our Cash Dividend Policy

There is no guarantee that we will pay a quarterly cash dividend, or any quarterly cash dividends, to holders of our common stock. We do not have a legal obligation to pay our initial quarterly dividend or any other dividend, or a minimum dividend amount. We may change our cash dividend policy at any time, and such policy is subject to certain restrictions and uncertainties, including the following:

 

•

Section 170 of the DGCL allows our Board of Directors to declare and pay dividends on the shares of our common stock either:

 

•

out of our surplus, as defined in and computed in accordance with the DGCL; or

 

•

if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

 

•

We may lack sufficient cash to pay dividends to holders of our common stock due to cash flow shortfalls attributable to a number of operational, commercial or other factors, including increases in our operating or general and administrative expenses, principal and interest payments on our outstanding debt, income tax expenses, working capital requirements and capital expenditures or other anticipated cash needs.

 

 

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•

We do not have a minimum quarterly dividend or employ structures intended to maintain or increase quarterly dividends over time.

 

•

Our Board of Directors has the authority to establish cash reserves for the prudent conduct of our business, and the establishment of, or increase in, those reserves could result in a reduction in cash distributions to our stockholders. Neither our amended and restated certificate of incorporation nor our amended and restated bylaws will set a limit on the amount of cash reserves that our Board of Directors may establish. Any decision to establish cash reserves made by our Board of Directors will be binding on our stockholders.

 

•

Our credit facilities include customary affirmative and negative covenants, that, among other things, limit or restrict our ability (as well as the ability of our subsidiaries) to pay dividends, as further described in “Description of Certain Indebtedness.”

 

•

Our sole cash-generating asset is our interest in our subsidiaries. Therefore, our cash flow and resulting ability to make distributions are completely dependent upon the ability of our subsidiaries to make distributions.

Estimated Discretionary Cash Flow for the Year ending December 31, 2026

Our Adjusted EBITDA and Discretionary Cash Flow for the twelve months ended September 30, 2025 were approximately $142 million and approximately $88 million, respectively (please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures” for a reconciliation of such non-GAAP measures to their most directly comparable GAAP measures). We forecast that our Adjusted EBITDA and Discretionary Cash Flow for the year ending December 31, 2026 will be approximately $156 million and approximately $110 million, respectively. Such Discretionary Cash Flow amount (together with our other sources of liquidity) would be sufficient to pay our initial quarterly dividend of $0.50 per share on all shares of our Class A common stock and Class B common stock outstanding immediately following completion of this offering for each quarter in the year ending December 31, 2026. We are not currently providing reconciliations of Adjusted EBITDA to net income or Discretionary Cash Flow to net cash provided by operating activities for the year ending December 31, 2026 due to the unavailability of certain required inputs for providing forecasts of such GAAP measures, and the related reconciliations, that are not available without unreasonable efforts, including depreciation and amortization related to our capital allocation as part of our focus on strategic and organic growth, as well as inputs related to working capital adjustments.

We are providing this forecast to supplement our historical combined financial statements and to support our belief that we will have sufficient Discretionary Cash Flow to allow us to pay a regular quarterly dividend on all of our common stock outstanding immediately after completion of this offering for each quarter in the year ending December 31, 2026, at our initial quarterly dividend of $0.50 per share (or $2.00 per share on an annualized basis). Please read “—Assumptions and Considerations” for further information as to the assumptions on which we have based our forecast.

Our forecast is a forward-looking statement and reflects our best estimates and judgment as of the date of this prospectus of the conditions we expect to exist and the results of operations of the Contributed Businesses for the year ending December 31, 2026. See “Cautionary Note Regarding Forward-Looking Statements.” This forecast should be read together with the historical combined financial statements and the accompanying notes thereto included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We believe that we have a reasonable basis for these assumptions and that, if these assumptions materialize, our actual results of operations will not materially differ from those reflected in our forecast, but we can give no assurance that our

 

 

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forecasted results will be achieved. The assumptions and estimates underlying the forecast, as described below under “—Assumptions and Considerations,” are inherently uncertain and, although we consider them reasonable as of the date of this prospectus, they are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from forecasted results, including, among others, the risks and uncertainties described in “Risk factors.” For purposes of our forecast, we have assumed that no unexpected risks will materialize during the forecast period. Any of the risks discussed in this prospectus, to the extent they occur, could cause actual results of operations to vary materially from those that would enable us to generate sufficient cash available to pay the aggregate annualized regular quarterly dividend on all outstanding shares of our common stock for the year ending December 31, 2026, calculated at the initial quarterly dividend of $0.50 per share per quarter (or $2.00 per share on an annualized basis). Accordingly, there can be no assurance that the forecast will be indicative of our future performance or that actual results will not differ materially from those presented in the forecast. If our forecasted results are not achieved, we may not be able to pay a regular quarterly dividend to holders of our common stock at our initial quarterly dividend or at all. Inclusion of the forecast in this prospectus should neither be regarded as a fact nor a representation by us, the underwriters or any other person that the results contained in the forecast will be achieved.

The accompanying forecast was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. Neither our independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to our forecast, nor have they expressed any opinion or any other form of assurance on our forecast or its achievability, and neither our independent auditors nor any other independent accountants assume responsibility for, or claim any association with, our forecast.

We do not undertake any obligation to release publicly any revisions or updates that we may make to the forecast, or the assumptions used to prepare the forecast, to reflect events or circumstances after the date of this prospectus. In light of this, the statement that we believe we will have sufficient cash available for distribution (together with our other sources of liquidity) in amounts sufficient to allow us to pay the full regular quarterly dividend on all of our common stock outstanding immediately after the completion of this offering for each quarter in the year ending December 31, 2026 (based on our initial quarterly dividend of $0.50 per share (or $2.00 per share on an annualized basis) should neither be regarded as a fact nor a representation by us, the underwriters or any other person that we will pay such dividends. Therefore, you are cautioned not to place undue reliance on this information.

Assumptions and Considerations

Set forth below are the material assumptions that we have made in connection with our ability to generate our estimated Adjusted EBITDA and Discretionary Cash Flow for the year ending December 31, 2026. The forecast has been prepared by and is the responsibility of our management. Our forecast reflects our judgment of the conditions we expect to exist and the course of action we expect to take during the forecast period. While the assumptions disclosed in this prospectus are not all inclusive, such assumptions are those that we believe are material to our forecasted results of operations. We believe we have a reasonable basis for these assumptions. However, we can give no assurance that our forecasted results will be achieved. We have assumed that no unexpected risks will materialize during the forecast periods. There will likely be differences between our forecasted and our historical results, and those differences may be material and adverse. If our forecast is not achieved, we may not be able to pay cash dividends on our common stock at the initial quarterly dividend level or at all.

 

 

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General Considerations

 

•

The forecast assumes that we will raise net proceeds of $184 million in this offering (after deducting underwriting discounts and commissions and estimated offering expenses) through the issuance of 10,500,000 shares of Class A common stock at a price of $19.00 per share. The forecast also assumes that the proceeds of this offering will be used as described in “Use of Proceeds” elsewhere in this prospectus, and that in connection with the completion of this offering, the other transactions contemplated upon under the heading “Prospectus Summary—The Transactions” will have been completed on or prior to the closing of this offering (other than the exercise by the underwriters of their over-allotment option to purchase additional shares of our Class A common stock).

The volume of motor fuel distributed by us is the primary factor that will influence whether the realized amount of Discretionary Cash Flow for the year ending December 31, 2026 will be above or below our forecast. Various factors can impact our volumes as described further under “Risk Factors—Risks Related to our Business and Industry” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends Impacting Our Business.” Our forecast includes assumptions with respect to the gallons distributed or sold in the year ending December 31, 2026, including without limitation, the following:

 

•

For the forecast period, we have estimated that we will distribute approximately two billion gallons of motor fuel in aggregate across all of our segments, which is consistent with the approximately two billion gallons we distributed for the twelve months ended September 30, 2025.

 

•

Our estimated gallons for the forecast period include an assumption that we will add an additional 50 million gallons of volume for the year ending December 31, 2026 as a result of our acquisitions from third parties of businesses or assets in our wholesale segment, offsetting an estimated decline in gallons from comparable wholesale sites consistent with historical trends. We estimate that the pre-tax benefit of such acquisitions to our Discretionary Cash Flow for the year ending December 31, 2026 will be approximately $5.1 million. While we have identified two potential acquisition opportunities that are currently under exclusivity based on executed non-binding letters of intent, we have not entered into definitive purchase agreements for any acquisitions, and in 2025 we did not pursue acquisition opportunities at our historical levels, as our management has focused on ARKO Parent’s transformation plan, related dealerization strategy and execution of this offering. While management believes this to be a reasonable assumption given the broad addressable market of acquisition targets and management’s track record of identifying and successfully executing on acquisition opportunities, our ability to identify and convert such opportunities, including the opportunities currently under letter of intent, is subject to a number of contingencies, known and unknown, and we cannot assure you that we will be able to reach agreement with any acquisition target on the timing or terms that we have forecasted herein. See also “—If our acquisitions are not on economically acceptable terms, or if our acquisitions do not perform as we expect, our future growth may be negatively impacted” and “—We may be unable to successfully integrate acquired operations or otherwise realize the expected benefits from our acquisitions, which could adversely affect the expected benefits from our acquisitions and our results of operations and financial condition” under “Risk Factors—Risks Related to our Business and Industry.” We would expect to finance any such acquisitions with additional borrowings under our credit facilities.

Our forecast also includes assumptions with respect to fuel margins for the year ending December 31, 2026, including without limitation, the following:

 

•

For our GPMP segment, we have assumed and given effect to the 1.0 cent per gallon increase, from 5.0 cents per gallon to 6.0 cents per gallon, in the fixed margin paid to us by ARKO Parent for the

 

 

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supply of fuel to substantially all of the ARKO Retail Sites as well as the fixed fee charged to certain ARKO Retail Sites that are not supplied by us. We estimate that the pre-tax benefit of such increase in margin to our Discretionary Cash Flow for the year ending December 31, 2026 is approximately $7.5 million.

 

•

For our Wholesale segment, we expect our margin to slightly decline for the forecast period as we plan to increase our short-term commercial gallons that generally have lower margins. However, we expect our margins on both fuel supply and consignment sites to remain stable for the forecast period as compared to fiscal years 2023, 2024 and the twelve months ended September 30, 2025.

 

•

For our Fleet Fueling segment, we expect our margins to be between the margins we experienced in 2024 and 2025, reflecting what we believe were elevated margins in 2025.

See “Risk Factors—Risks Related to our Business and Industry—Our financial condition and results of operations are influenced by changes in the wholesale prices of motor fuel, which may materially adversely impact our sales, operations, customers’ financial condition and the availability of trade credit” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends Impacting Our Business.”

In addition to the foregoing, our forecast described above is also based on the following assumptions:

 

•

In our estimates, we have included a full year benefit of ARKO Retail Sites converted to dealers through December 31, 2025 and the partial year benefit of ARKO Retail Sites anticipated to be converted to dealers during the year ending December 31, 2026.

 

•

We estimate maintenance capital expenditures of approximately $10 million for the year ending December 31, 2026, which reflects an increase of approximately $4.3 million from such expenditures for the twelve months ended September 30, 2025, primarily as a result of incremental capital expenditures related to replacement of point of sale equipment at consignment locations in our Wholesale segment. We estimate investment capital expenditures of approximately $110 million to $130 million for the year ending December 31, 2026. Examples of investment capital expenditures include costs related to mergers and acquisitions activities, the conversion of ARKO Parent Retail Sites to wholesale sites and new-to-industry cardlock sites in our Fleet Fueling segment. Maintenance capital expenditures reduce Discretionary Cash Flow but investment capital expenditures do not.

 

•

Based on net proceeds of $184 million in this offering and the use of proceeds as described in “Use of Proceeds” and the foregoing assumptions, we have estimated a reduction of approximately $10 million in cash interest expense for the year ending December 31, 2026, as compared to approximately $38 million for the twelve months ended September 30, 2025, which reflects the pre-tax impact benefit to our Discretionary Cash Flow for the year ending December 31, 2026 as compared to the twelve months ended September 30, 2025.

 

•

Additionally, we estimate an increase to our Discretionary Cash Flow of approximately $2.3 million for the year ending December 31, 2026, as compared to the twelve months ended September 30, 2025, reflecting a tax payment benefit primarily driven by the foregoing assumptions.

Additionally, our estimated results of operations for the forecast period are based on the following assumptions related to regulatory, industry and economic factors:

 

•

no material adverse effects to our business, industry or our suppliers’, ARKO Parent’s or any of our customers’ businesses or operations;

 

•

no material adverse effects to our business or industry on account of natural disasters;

 

 

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