Form: 8-K

Current report

March 30, 2026

Documents

Exhibit 99.1

 

ARKO Petroleum Corp. Reports Fourth Quarter and Full Year 2025 Results

ARKO Petroleum Corp. (Nasdaq: APC) (“APC” or the “Company”), one of the largest wholesale fuel distributors in the United States, today announced financial results for the fourth quarter and the full year ended December 31, 2025.

Fourth Quarter and Full Year 2025 Key Highlights (vs. Year-Ago Period) 1,2

Net income for the quarter increased to $8.1 million compared to $7.5 million. For the year, net income was $32.7 million compared to $40.2 million.
Adjusted EBITDA for the quarter increased to $36.9 million compared to $35.4 million. For the year, Adjusted EBITDA was $143.5 million compared to $139.2 million.
Net cash provided by operating activities for the quarter was $16.4 million compared to $35.1 million. For the year, net cash provided by operating activities was $79.6 million compared to $106.8 million.
Discretionary Cash Flow for the quarter was $21.1 million compared to $20.5 million. For the year, Discretionary Cash Flow was $88.9 million compared to $79.9 million.
Total debt, net was $392.0 million and Net Debt was $526.6 million as of December 31, 2025. After adjusting for the reduction of debt resulting from application of proceeds of the IPO (as defined below), Net Debt would have been $319.9 million.

Other Key Highlights

On February 13, 2026, the Company completed its initial public offering of 11,111,111 shares of its Class A common stock at a price to the public of $18.00 per share (the “IPO”) and, upon the exercise by the underwriters of their overallotment option on March 5, 2026, issued and sold an additional 1,459,112 shares of its Class A common stock on March 9, 2026, representing an aggregate of 26.4% of the economic interests in the Company.
The Company applied approximately $206.7 million of net proceeds from the IPO to reduce debt and strengthen an already conservative balance sheet.
As part of the ongoing transformation plan of the Company's controlling stockholder, ARKO Corp. (Nasdaq: ARKO) ("ARKO"), 62 ARKO's retail convenience stores that sell fuel ("ARKO Retail Sites") were converted to dealer locations in the Company's wholesale segment during the fourth quarter of 2025, and a total of 256 store conversions for the year ended December 31, 2025, bringing total conversions since program inception in the middle of 2024 to 409 sites. Since December 31, 2025, ARKO has approximately 120 additional sites committed either under letter of intent, under contract or already converted. The Company expects these conversions to be completed, along with additional conversions, by the end of 2026.
In addition, the Company is targeting 20 new-to-industry fleet fueling locations with target openings during 2026, with one opened in March 2026, and 13 of which the Company is currently advancing, reflecting the attractive, durable cash flow profile of its fleet fueling business.
The Board of Directors declared a quarterly dividend of $0.26 per share of common stock to be paid on April 21, 2026 to stockholders of record as of April 10, 2026. This represents a pro-rated dividend from February 13, 2025, the date of the initial closing of the IPO, through the end of the first quarter of 2026, and is consistent with an expected annual dividend rate of $2.00 per share. For illustrative purposes, this anticipated annual dividend represents a 11% to 10% dividend yield at a share price of $18.50 to $19.50 per share.

 

1 See Use of Non-GAAP Measures below.

2 All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the estimated fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.


 

 

“We are excited to deliver our first earnings update as a public company, with 2025 ending on a positive trajectory,” said Arie Kotler, Chairman, President and Chief Executive Officer of APC. “With the successful completion of our IPO in February, we are well-positioned to execute on our growth plans through ongoing new-to-industry builds in our Fleet Fueling segment and accretive M&A in our Wholesale segment. The IPO brought in institutional investors, and strengthened our balance sheet, allowing us to capture share in a highly fragmented market with significant opportunities, enabling us to drive long-term growth and value. We remain focused on growing Adjusted EBITDA and our dividend over time and to deliver value to our stockholders.”

Fourth Quarter and Full Year 2025 Segment Highlights

Wholesale

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold – fuel supply locations

 

211,406

 

 

 

201,317

 

 

 

836,232

 

 

 

794,796

 

Fuel gallons sold – consignment agent locations

 

37,204

 

 

 

38,563

 

 

 

152,839

 

 

 

154,560

 

Fuel contribution 1 – fuel supply locations

$

13,656

 

 

$

12,004

 

 

$

52,510

 

 

$

47,930

 

Fuel contribution 1 – consignment agent locations

$

10,372

 

 

$

10,270

 

 

$

42,022

 

 

$

42,420

 

Fuel margin, cents per gallon 2 – fuel supply locations

 

6.5

 

 

 

6.0

 

 

 

6.3

 

 

 

6.0

 

Fuel margin, cents per gallon 2 – consignment agent locations

 

27.9

 

 

 

26.6

 

 

 

27.5

 

 

 

27.4

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

 

2 Calculated as fuel contribution divided by fuel gallons sold.

 

Note: Information disclosed on a "comparable wholesale sites" basis excludes wholesale sites added through acquisitions and ARKO Retail Sites converted to dealer locations, until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. Refer to "Use of Non-GAAP Measures" below.

 

 

For the fourth quarter of 2025, wholesale operating income increased by $3.4 million compared to the fourth quarter of 2024. Additional operating income from ARKO Retail Sites that had been converted to dealer locations in the past year more than offset reduced operating income at comparable wholesale sites, which reflected the challenging macroeconomic environment.

For the fourth quarter of 2025, fuel contribution increased by $1.8 million compared to the fourth quarter of 2024. Fuel contribution for the fourth quarter of 2025 at fuel supply locations increased $1.7 million, and fuel margin per gallon increased 0.5 cents per gallon compared to the fourth quarter of 2024, due principally to incremental contribution from ARKO Retail Sites that had been converted to dealer locations in the past year, which was partially offset by lower volumes at comparable fuel supply wholesale sites and decreased prompt pay discounts related to lower fuel costs. Fuel contribution at consignment agent locations increased slightly, and fuel margin per gallon increased 1.3 cents per gallon.

For the fourth quarter of 2025, other revenues, net increased by $7.1 million, and site operating expenses increased by $5.4 million, in each case as compared to the fourth quarter of 2024, resulting primarily from ARKO Retail Sites that had been converted to dealer locations in the past year.

For the year ended December 31, 2025, wholesale operating income increased by $9.3 million compared to the year ended December 31, 2024. Additional operating income from ARKO Retail Sites that had been converted to dealer locations more than offset reduced operating income at comparable wholesale sites, which reflected the challenging macroeconomic environment.

 


 

 

For the year ended December 31, 2025, fuel contribution increased $4.2 million compared to the year ended December 31, 2024. At fuel supply locations, fuel contribution for the year ended December 31, 2025 increased by $4.6 million, and fuel margin per gallon increased 0.3 cents per gallon compared to the year ended December 31, 2024, due principally to incremental contribution from ARKO Retail Sites that had been converted to dealer locations, which was partially offset by decreased prompt pay discounts related to lower fuel costs and lower volumes at comparable fuel supply wholesale sites primarily due to the macroeconomic environment and severe weather conditions in January and February 2025 in certain of the markets in which the Company operates. Fuel contribution at consignment agent locations decreased by $0.4 million, while fuel margin per gallon increased 0.1 cents per gallon.

For the year ended December 31, 2025, other revenues, net increased by $23.4 million, and site operating expenses increased by $18.3 million, in each case as compared to the year ended December 31, 2024, resulting primarily from ARKO Retail Sites that had been converted to dealer locations.

 

Fleet Fueling

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold – proprietary cardlock locations

 

31,420

 

 

 

32,888

 

 

 

129,459

 

 

 

136,104

 

Fuel gallons sold – third-party cardlock locations

 

3,463

 

 

 

3,239

 

 

 

13,389

 

 

 

12,814

 

Fuel contribution 1 – proprietary cardlock locations

$

15,423

 

 

$

15,823

 

 

$

63,408

 

 

$

62,612

 

Fuel contribution 1 – third-party cardlock locations

$

500

 

 

$

509

 

 

$

2,325

 

 

$

1,677

 

Fuel margin, cents per gallon 2 – proprietary
  cardlock locations

 

49.1

 

 

 

48.1

 

 

 

49.0

 

 

 

46.0

 

Fuel margin, cents per gallon 2 – third-party
  cardlock locations

 

14.4

 

 

 

15.8

 

 

 

17.4

 

 

 

13.1

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Calculated as fuel revenue less fuel costs; excludes the estimated fixed fee paid to the GPMP segment for the cost of fuel.

 

2 Calculated as fuel contribution divided by fuel gallons sold.

 

 

Fuel contribution for the fourth quarter of 2025 decreased by $0.4 million compared to the fourth quarter of 2024. At proprietary cardlocks, fuel contribution decreased by $0.4 million, while fuel margin per gallon increased for the fourth quarter of 2025 compared to the fourth quarter of 2024, primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution remained consistent, while fuel margin per gallon decreased for the fourth quarter of 2025 compared to the fourth quarter of 2024.

For the year ended December 31, 2025, fuel contribution increased by $1.4 million compared to the year ended December 31, 2024. At proprietary cardlocks, fuel contribution increased by $0.8 million, and fuel margin per gallon also increased for 2025 compared to 2024, primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution increased by $0.6 million, and fuel margin per gallon also increased for 2025 compared to 2024, primarily due to the closure of underperforming third-party locations.

 


 

 

GPMP

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Fuel gallons sold – inter-segment

 

243,583

 

 

 

236,284

 

 

 

968,497

 

 

 

932,509

 

Fuel gallons sold – related party locations

 

204,000

 

 

 

246,320

 

 

 

864,800

 

 

 

1,023,480

 

Fuel contribution 1 – related party locations

$

10,200

 

 

$

12,316

 

 

$

43,240

 

 

$

51,174

 

Fuel margin, cents per gallon 2 – fuel supply locations

 

5.0

 

 

 

5.0

 

 

 

5.0

 

 

 

5.0

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Calculated as fuel revenue less fuel costs

 

2 Calculated as fuel contribution divided by fuel gallons sold.

 

For the fourth quarter of 2025 , fuel revenue – related party decreased by $135.9 million, or 20.9%, compared to the fourth quarter of 2024, caused by a decrease in the average price of fuel in the fourth quarter of 2025 compared to the fourth quarter of 2024 and a $42.3 million, or 17.2%, decrease in gallons sold, primarily reflecting the ARKO Retail Sites converted to dealer locations.

Fuel contribution – related party decreased by $2.1 million for the fourth quarter of 2025, compared to the fourth quarter of 2024, primarily due to fewer gallons sold at a fixed margin.

For the year ended December 31, 2025, fuel revenue – related party decreased by $661.8 million, or 22.3%, compared to the year ended December 31, 2024, caused by a decrease in the average price of fuel in the year ended December 31, 2025 compared to the year ended December 31, 2024 and a 158.7 million, or 15.5%, decrease in gallons sold, reflecting the challenging macroeconomic environment and ARKO Retail Sites converted to dealer locations, which was slightly offset by incremental gallons sold relating to ARKO’s acquisition of ARKO Retail Sites during 2024.

Fuel contribution – related party decreased by $7.9 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to fewer gallons sold at a fixed margin.

Liquidity and Capital Expenditures

As of December 31, 2025, the Company’s total liquidity was approximately $434.3 million, consisting of approximately $15.6 million of cash and cash equivalents and approximately $418.7 million of availability under the Company's Capital One Line of Credit. Total debt, net was approximately $392.0 million, resulting in Net Debt (as defined below) of approximately $526.6 million. The IPO in February and the exercise by the underwriters of their over-allotment option on March 5, 2026, bolstered the Company's liquidity position, as the Company used $206.7 million of net proceeds to repay indebtedness under its Capital One Line of Credit. Maintenance capital expenditures were $2.8 million and $6.9 million for the quarter and year ended December 31, 2025, respectively, while growth capital expenditures were $6.1 million and $20.6 million for the quarter and year ended December 31, 2025, respectively, including the purchase of six fee properties for $6.5 million, fuel dispensers and other investments in the Company's sites.

Quarterly Dividend

The Board declared a quarterly dividend of $0.26 per share of common stock to be paid on April 21, 2026 to stockholders of record as of April 10, 2026.

Segment Update

The following tables present certain information regarding changes in the wholesale, fleet fueling and GPMP segments for the periods presented:

 


 

 

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

Wholesale Segment 1

2025

 

 

2024

 

 

2025

 

 

2024

 

Number of sites at beginning of period

 

2,053

 

 

 

1,832

 

 

 

1,922

 

 

 

1,825

 

Newly opened or reopened sites 2

 

10

 

 

 

9

 

 

 

26

 

 

 

39

 

ARKO Retail Sites converted to consignment
  or fuel supply locations

 

62

 

 

 

102

 

 

 

256

 

 

 

153

 

Closed or divested sites

 

(26

)

 

 

(21

)

 

 

(105

)

 

 

(95

)

Number of sites at end of period

 

2,099

 

 

 

1,922

 

 

 

2,099

 

 

 

1,922

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Excludes bulk and spot purchasers.

 

2 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.

 

 

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

Fleet Fueling Segment

2025

 

 

2024

 

 

2025

 

 

2024

 

Number of sites at beginning of period

 

288

 

 

 

281

 

 

 

280

 

 

 

298

 

Acquired sites

 

2

 

 

 

 

 

 

2

 

 

 

 

Newly opened or reopened sites

 

5

 

 

 

 

 

 

16

 

 

 

1

 

Closed or divested sites

 

 

 

 

(1

)

 

 

(3

)

 

 

(19

)

Number of sites at end of period

 

295

 

 

 

280

 

 

 

295

 

 

 

280

 

 

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

GPMP Segment – related party sites (ARKO Retail Sites)

2025

 

 

2024

 

 

2025

 

 

2024

 

Number of sites at beginning of period

 

1,158

 

 

 

1,458

 

 

 

1,356

 

 

 

1,499

 

Acquired sites

 

 

 

 

 

 

 

 

 

 

21

 

Newly opened or reopened sites

 

 

 

 

 

 

 

2

 

 

 

1

 

ARKO Retail Sites converted to consignment
  or fuel supply locations

 

(62

)

 

 

(102

)

 

 

(256

)

 

 

(153

)

Sites closed, divested or converted to rental

 

(1

)

 

 

 

 

 

(7

)

 

 

(12

)

Number of sites at end of period

 

1,095

 

 

 

1,356

 

 

 

1,095

 

 

 

1,356

 

 

Full Year 2026 Guidance

The Company currently expects full year 2026 Adjusted EBITDA and Discretionary Cash Flow to be approximately $156 million and approximately $110 million, respectively.

 

The Company is 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 the Company's capital allocation as part of the Company's focus on strategic and organic growth, as well as inputs related to working capital adjustments.

 

Conference Call and Webcast Details

The Company will host a conference call today, March 30, 2026, to discuss these results at 5:00 p.m. Eastern Time. Investors and analysts interested in participating in the live call can dial 877-407-8306 or 201-689-8481.

 


 

 

A simultaneous, live webcast will also be available on the Investor Relations section of the Company’s website at https://www.arkopetroleum.com/news-events/ir-calendar. The webcast will be archived for 30 days.

About ARKO Petroleum Corp.

ARKO Petroleum Corp. (Nasdaq: APC) is a growth-oriented, fuel distribution company and one of the largest wholesale fuel distributors by gallons in North America, supplying approximately 2 billion gallons of fuel annually to customers in approximately 3,500 locations in the District of Columbia and more than 30 states across the Mid-Atlantic, Midwestern, Northeastern, Southeastern, and Southwestern United States. We are engaged in (i) wholesale activity, which includes the supply of fuel to gas stations operated by third-party dealers, (ii) fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and the issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites, and (iii) the wholesale distribution of fuel to substantially all of the retail convenience stores that sell fuel operated by ARKO Corp., our parent company (Nasdaq: ARKO), one of the largest operators of convenience stores in the United States. To learn more about APC, visit: www.arkopetroleum.com.

 

Forward-Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to maintain the listing of its Class A common stock on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; the success of ARKO's transformation plan and its effect on the Company, including the dealerization of retail stores; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Use of Non-GAAP Measures

The Company discloses certain measures on a “comparable wholesale sites” basis, which is a non-GAAP measure. Information disclosed on a “comparable wholesale sites” basis excludes ARKO Retail Sites converted to dealer locations until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. The Company believes that this information is useful for its investors, securities analysts, and other interested parties by providing greater comparability regarding its ongoing operating performance. Neither this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

The Company defines EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges,

 


 

 

acquisition costs, share-based compensation expense, other non-cash items, and other unusual or non-recurring charges. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures.

The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.

The Company defines Net Debt as the sum of total debt, net, financing leases and financial liabilities, less cash and cash equivalents. Net Debt is used by management to measure the effective level of our indebtedness.

The Company defines the Ratio of Net Debt to Adjusted EBITDA as the ratio derived by dividing Net Debt by Adjusted EBITDA. The Ratio of Net Debt to Adjusted EBITDA is an important measure used by management to evaluate the Company's access to liquidity, and the Company believes it provides useful information for investors as a representation of its financial strength by presenting the sustainability of its debt levels and its ability to take on additional debt against Adjusted EBITDA, which is used as an operating performance measure. The Ratio of Net Debt to Adjusted EBITDA is also frequently used by investors and credit rating agencies to analyze Company operating performance.

The Company defines Discretionary Cash Flow as net cash provided by operating activities, (i) less changes in operating assets and liabilities, maintenance capital expenditures, charges to allowance for credit losses, and non-cash rent expense, and (ii) plus acquisition costs, amortization of deferred income net of prepaid to related party, and certain other expenses (income). Discretionary Cash Flow will not reflect changes in working capital balances. Discretionary Cash Flow is a liquidity measure the Company and third parties, such as industry analysts, investors, lenders, rating agencies and others, use to assess its ability to internally fund its acquisitions, pay dividends, and service or incur additional debt. The Company believes that the presentation of Discretionary Cash Flow provides useful information to investors, securities analysts, and other interested parties for evaluating its liquidity.

EBITDA, Adjusted EBITDA, Net Debt, the Ratio of Net Debt to Adjusted EBITDA and Discretionary Cash Flow should not be considered as alternatives to any financial measure presented in accordance with GAAP, including net income and net cash provided by operating activities. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as substitutes for the analysis of its results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, comparable wholesale sites, EBITDA, Adjusted EBITDA, Net Debt, the Ratio of Net Debt to Adjusted EBITDA and Discretionary Cash Flow, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.

Company and Investor Contact

Jordan Mann

ARKO Petroleum Corp.

investors@gpminvestments.com

 

 

 

 


 

 

 

Combined Statements of Operations

 

 

For the Three Months Ended December 31,

 

 

For the Year Ended December 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

   Fuel revenue

$

770,019

 

 

$

777,446

 

 

$

3,203,273

 

 

$

3,351,366

 

   Fuel revenue – related party

 

515,044

 

 

 

650,985

 

 

 

2,302,547

 

 

 

2,964,304

 

   Other revenues, net

 

18,476

 

 

 

11,273

 

 

 

63,063

 

 

 

40,212

 

   Other revenues, net – related party

 

2,826

 

 

 

3,265

 

 

 

12,381

 

 

 

11,857

 

Total revenues

 

1,306,365

 

 

 

1,442,969

 

 

 

5,581,264

 

 

 

6,367,739

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

   Fuel costs

 

729,025

 

 

 

737,708

 

 

 

3,038,980

 

 

 

3,192,358

 

   Fuel costs – related party

 

504,844

 

 

 

638,669

 

 

 

2,259,307

 

 

 

2,913,130

 

Site operating expenses, including allocated expenses

 

25,672

 

 

 

21,176

 

 

 

98,437

 

 

 

81,337

 

General and administrative expenses, including allocated
  expenses

 

10,443

 

 

 

10,269

 

 

 

42,521

 

 

 

42,702

 

Depreciation and amortization, including allocated
  expenses

 

14,175

 

 

 

12,558

 

 

 

54,728

 

 

 

46,087

 

Total operating expenses

 

1,284,159

 

 

 

1,420,380

 

 

 

5,493,973

 

 

 

6,275,614

 

Other expenses, net

 

2,437

 

 

 

3,089

 

 

 

3,360

 

 

 

123

 

Operating income

 

19,769

 

 

 

19,500

 

 

 

83,931

 

 

 

92,002

 

   Interest and other financial income

 

146

 

 

 

139

 

 

 

554

 

 

 

3,734

 

   Interest and other financial expenses

 

(11,209

)

 

 

(10,023

)

 

 

(42,646

)

 

 

(40,411

)

Income before income taxes

 

8,706

 

 

 

9,616

 

 

 

41,839

 

 

 

55,325

 

   Income tax expense

 

(640

)

 

 

(2,075

)

 

 

(9,112

)

 

 

(15,108

)

Net income

$

8,066

 

 

$

7,541

 

 

$

32,727

 

 

$

40,217

 

Net income per share – basic and diluted

$

0.23

 

 

$

0.22

 

 

$

0.94

 

 

$

1.15

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

  Basic and diluted

 

35,000

 

 

 

35,000

 

 

 

35,000

 

 

 

35,000

 

 

 


 

 

 

Combined Balance Sheets

 

 

December 31, 2025

 

 

December 31, 2024

 

 

(in thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

   Cash and cash equivalents

$

15,556

 

 

$

25,086

 

   Restricted cash

 

 

 

 

255

 

   Trade receivables, net

 

80,832

 

 

 

88,185

 

   Inventory

 

23,093

 

 

 

24,448

 

   Prepaid to related party, current portion

 

2,984

 

 

 

4,230

 

   Other current assets

 

40,070

 

 

 

29,174

 

Total current assets

 

162,535

 

 

 

171,378

 

Non-current assets:

 

 

 

 

 

   Property and equipment, net

 

262,743

 

 

 

198,036

 

   Right-of-use assets under operating leases

 

415,179

 

 

 

318,140

 

   Right-of-use assets under financing leases, net

 

62,739

 

 

 

19,256

 

   Goodwill

 

76,687

 

 

 

76,687

 

   Intangible assets, net

 

154,326

 

 

 

175,163

 

   Deferred tax asset

 

70,934

 

 

 

69,170

 

   Prepaid to related party

 

10,378

 

 

 

12,301

 

   Other non-current assets

 

57,953

 

 

 

45,539

 

Total assets

$

1,273,474

 

 

$

1,085,670

 

Liabilities

 

 

 

 

 

Current liabilities:

 

 

 

 

 

   Long-term debt, current portion

$

6,783

 

 

$

1,277

 

   Accounts payable

 

75,224

 

 

 

90,136

 

   Other current liabilities

 

53,586

 

 

 

53,950

 

   Operating leases, current portion

 

27,820

 

 

 

18,532

 

   Financing leases, current portion

 

2,095

 

 

 

3,566

 

Total current liabilities

 

165,508

 

 

 

167,461

 

Non-current liabilities:

 

 

 

 

 

   Long-term debt, net

 

385,247

 

 

 

380,911

 

   Asset retirement obligation

 

47,571

 

 

 

36,767

 

   Operating leases

 

431,364

 

 

 

324,592

 

   Financing leases

 

94,638

 

 

 

25,915

 

   Other non-current liabilities

 

113,031

 

 

 

84,454

 

Total liabilities

 

1,237,359

 

 

 

1,020,100

 

 

 

 

 

 

 

Net investment:

 

 

 

 

 

   ARKO Parent's net investment

 

36,115

 

 

 

65,570

 

Total net investment

 

36,115

 

 

 

65,570

 

Total liabilities and net investment

$

1,273,474

 

 

$

1,085,670

 

 

 


 

 

 

 

Combined Statements of Cash Flows

 

 

For the Three Months Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

8,066

 

 

$

7,541

 

 

$

32,727

 

 

$

40,217

 

Adjustments to reconcile net income to net cash
  provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization, including allocated expenses

 

14,175

 

 

 

12,558

 

 

 

54,728

 

 

 

46,087

 

Deferred income taxes

 

(2,029

)

 

 

(2,043

)

 

 

489

 

 

 

(1,360

)

Loss on disposal of assets and impairment charges

 

1,940

 

 

 

2,129

 

 

 

4,558

 

 

 

811

 

Gain from settlement related to business
  acquisition

 

 

 

 

 

 

 

 

 

 

(3,438

)

Amortization of deferred financing costs

 

383

 

 

 

369

 

 

 

1,502

 

 

 

1,471

 

Amortization of deferred income

 

(1,683

)

 

 

(1,838

)

 

 

(9,643

)

 

 

(7,012

)

Amortization of prepaid to related party

 

986

 

 

 

1,058

 

 

 

4,123

 

 

 

4,349

 

Accretion of asset retirement obligation

 

319

 

 

 

270

 

 

 

1,155

 

 

 

901

 

Non-cash rent

 

429

 

 

 

657

 

 

 

2,609

 

 

 

2,033

 

Charges to allowance for credit losses

 

(85

)

 

 

102

 

 

 

735

 

 

 

755

 

Share-based compensation

 

392

 

 

 

341

 

 

 

997

 

 

 

876

 

Fair value adjustment of financial assets and
  liabilities

 

(391

)

 

 

1,055

 

 

 

(1,663

)

 

 

353

 

Other operating activities, net

 

(790

)

 

 

(627

)

 

 

(981

)

 

 

55

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Decrease in trade receivables

 

23,634

 

 

 

20,958

 

 

 

6,618

 

 

 

31,246

 

Decrease (increase) in inventory

 

1,681

 

 

 

(661

)

 

 

1,775

 

 

 

2,328

 

Increase in other assets

 

(8,821

)

 

 

(3,064

)

 

 

(16,805

)

 

 

(9,090

)

Increase in related party assets

 

 

 

 

 

 

 

(4,965

)

 

 

(1,905

)

Decrease in accounts payable

 

(24,702

)

 

 

(3,992

)

 

 

(14,906

)

 

 

(14,300

)

Increase (decrease) in other current liabilities

 

1,098

 

 

 

(2,700

)

 

 

(1,304

)

 

 

335

 

Decrease in asset retirement obligation

 

 

 

 

(602

)

 

 

(479

)

 

 

(745

)

Increase in non-current liabilities

 

1,784

 

 

 

3,586

 

 

 

18,288

 

 

 

12,790

 

Net cash provided by operating activities

 

16,386

 

 

 

35,097

 

 

 

79,558

 

 

 

106,757

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

(7,867

)

 

 

(4,443

)

 

 

(24,845

)

 

 

(11,258

)

Proceeds from sale of property and equipment

 

(730

)

 

 

110

 

 

 

2,902

 

 

 

1,818

 

Business and asset acquisitions, net of cash

 

(242

)

 

 

 

 

 

(242

)

 

 

 

Net cash used in investing activities

 

(8,839

)

 

 

(4,333

)

 

 

(22,185

)

 

 

(9,440

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Receipt of long-term debt, net

 

 

 

 

 

 

 

4,871

 

 

 

42,454

 

Repayment of debt

 

(793

)

 

 

(744

)

 

 

(3,249

)

 

 

(2,062

)

Principal payments on financing leases

 

(449

)

 

 

(100

)

 

 

(1,375

)

 

 

(150

)

Early settlement of deferred consideration
  related to business acquisition

 

 

 

 

 

 

 

 

 

 

(17,155

)

Payment of additional consideration

 

(3,210

)

 

 

(3,354

)

 

 

(3,210

)

 

 

(3,354

)

Net transfers to ARKO Parent

 

(20,532

)

 

 

(15,817

)

 

 

(64,195

)

 

 

(108,815

)

Net cash used in financing activities

 

(24,984

)

 

 

(20,015

)

 

 

(67,158

)

 

 

(89,082

)

Net (decrease) increase in cash and cash equivalents
  and restricted cash

 

(17,437

)

 

 

10,749

 

 

 

(9,785

)

 

 

8,235

 

 


 

 

Cash and cash equivalents and restricted cash,
  beginning of period

 

32,993

 

 

 

14,592

 

 

 

25,341

 

 

 

17,106

 

Cash and cash equivalents and restricted cash, end
  of period

$

15,556

 

 

$

25,341

 

 

$

15,556

 

 

$

25,341

 

 

 


 

 

Supplemental Disclosure of Non-GAAP Financial Information

 

 

Reconciliation of Net income to EBITDA and Adjusted EBITDA, Net cash provided by operating activities to Discretionary cash flow, and Adjusted EBITDA to Discretionary cash flow

 

 

 

For the Three Months Ended December 31,

 

 

For the Year
Ended December 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Net income

 

$

8,066

 

 

$

7,541

 

 

$

32,727

 

 

$

40,217

 

Interest and other financing expenses, net

 

 

11,063

 

 

 

9,884

 

 

 

42,092

 

 

 

36,677

 

Income tax expense (benefit)

 

 

640

 

 

 

2,075

 

 

 

9,112

 

 

 

15,108

 

Depreciation and amortization

 

 

14,175

 

 

 

12,558

 

 

 

54,728

 

 

 

46,087

 

EBITDA

 

 

33,944

 

 

 

32,058

 

 

 

138,659

 

 

 

138,089

 

Acquisition costs (a)

 

 

113

 

 

 

7

 

 

 

492

 

 

 

79

 

IPO costs (b)

 

 

565

 

 

 

 

 

 

565

 

 

 

 

Loss on disposal of assets and impairment charges (c)

 

 

1,940

 

 

 

2,129

 

 

 

4,558

 

 

 

811

 

Share-based compensation expense (d)

 

 

392

 

 

 

341

 

 

 

997

 

 

 

876

 

Taxes received (paid) in arrears (e)

 

 

178

 

 

 

 

 

 

178

 

 

 

(601

)

Adjustment to contingent consideration (f)

 

 

(391

)

 

 

978

 

 

 

(2,207

)

 

 

(20

)

Other (g)

 

 

135

 

 

 

(67

)

 

 

271

 

 

 

(67

)

Adjusted EBITDA

 

$

36,876

 

 

$

35,446

 

 

$

143,513

 

 

$

139,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

16,386

 

 

$

35,097

 

 

$

79,558

 

 

$

106,757

 

Changes in operating assets and liabilities

 

 

5,326

 

 

 

(13,525

)

 

 

11,778

 

 

 

(20,659

)

Maintenance capital expenditures (h)

 

 

(2,750

)

 

 

(1,701

)

 

 

(6,913

)

 

 

(6,152

)

Acquisition costs (a)

 

 

113

 

 

 

7

 

 

 

492

 

 

 

79

 

IPO costs (b)

 

 

565

 

 

 

 

 

 

565

 

 

 

 

Amortization of deferred income, net of prepaid to
  related party

 

 

697

 

 

 

780

 

 

 

5,520

 

 

 

2,663

 

Taxes paid (received) in arrears (e)

 

 

178

 

 

 

 

 

 

178

 

 

 

(601

)

Charges to allowance for credit losses

 

 

85

 

 

 

(102

)

 

 

(735

)

 

 

(755

)

Non-cash rent expense (i)

 

 

(429

)

 

 

(657

)

 

 

(2,609

)

 

 

(2,033

)

Other (j)

 

 

898

 

 

 

574

 

 

 

1,025

 

 

 

569

 

Discretionary Cash Flow

 

$

21,069

 

 

$

20,473

 

 

$

88,859

 

 

$

79,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

36,876

 

 

$

35,446

 

 

$

143,513

 

 

$

139,167

 

Cash received for interest

 

 

145

 

 

 

139

 

 

 

554

 

 

 

296

 

Cash paid for interest and allocated interest

 

 

(10,533

)

 

 

(9,294

)

 

 

(39,672

)

 

 

(36,975

)

Cash paid for taxes

 

 

(2,669

)

 

 

(4,117

)

 

 

(8,623

)

 

 

(16,468

)

Maintenance capital expenditures (h)

 

 

(2,750

)

 

 

(1,701

)

 

 

(6,913

)

 

 

(6,152

)

Discretionary Cash Flow

 

$

21,069

 

 

$

20,473

 

 

$

88,859

 

 

$

79,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Eliminates costs incurred that are directly attributable to business acquisitions and salaries of employees whose primary job function is to execute the Company's acquisition strategy and facilitate integration of acquired operations.

 

(b) Eliminates one-time costs incurred related to the IPO, which closed on February 13, 2026.

 

(c) Eliminates the non-cash loss from the sale or disposal of property and equipment, the loss recognized upon the sale of related leased assets and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites.

 

(d) Eliminates non-cash share-based compensation expense related to ARKO Parent's equity incentive program to incentivize, retain, and motivate the Company's employees.

 

(e) Eliminates the payment (receipt) of historical fuel, franchise and other tax amounts for multiple prior periods.

 

 


 

 

(f) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the Empire acquisition, which closed in 2020.

 

(g) Eliminates other unusual or non-recurring items that the Company does not consider to be meaningful in assessing operating performance.

 

(h) Maintenance capital expenditures are capital expenditures made to maintain the Company's long-term operating income or operating capacity, while growth and acquisition capital expenditures are capital expenditures that the Company expects will increase its operating income or operating capacity over the long-term.

 

(i) Non-cash rent expense reflects the extent to which GAAP rent expense recognized exceeded (or was less than) cash rent payments. GAAP rent expense varies depending on the terms of the Company's lease portfolio. For newer leases, rent expense recognized typically exceeds cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than cash rent payments.

 

(j) Includes other unusual or non-recurring items and other amounts primarily related to additional consideration owed to the seller for the Empire acquisition, which closed in 2020.

 

 

 

 

Reconciliation of Total debt, net to Net Debt

 

 

 

As of December 31, 2025

 

 

As Adjusted

 

 

 

(in thousands)

 

Total debt, net

 

$

392,030

 

 

$

185,330

 

Financing leases

 

 

96,733

 

 

 

96,733

 

Financial liabilities

 

 

53,365

 

 

 

53,365

 

Cash and cash equivalents

 

 

(15,556

)

 

 

(15,556

)

Net Debt

 

$

526,572

 

 

$

319,872

 

Ratio of total debt, net to net income

 

 

12.0

x

 

 

5.7

x

Ratio of Net Debt to Adjusted EBITDA

 

 

3.7

x

 

 

2.2

x

 

Supplemental Disclosures of Segment Information

Wholesale Segment

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

648,685

 

 

$

652,629

 

 

$

2,700,838

 

 

$

2,802,251

 

Other revenues, net

 

15,720

 

 

 

8,624

 

 

 

52,270

 

 

 

28,918

 

Total revenues

 

664,405

 

 

 

661,253

 

 

 

2,753,108

 

 

 

2,831,169

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

624,657

 

 

 

630,355

 

 

 

2,606,306

 

 

 

2,711,901

 

Site operating expenses, including allocated
  expenses

 

16,352

 

 

 

10,950

 

 

 

57,406

 

 

 

39,189

 

Total operating expenses

 

641,009

 

 

 

641,305

 

 

 

2,663,712

 

 

 

2,751,090

 

Operating income

$

23,396

 

 

$

19,948

 

 

$

89,396

 

 

$

80,079

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Excludes the estimated fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

 

 

 


 

 

Fleet Fueling Segment

 

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

115,577

 

 

$

117,196

 

 

$

474,796

 

 

$

515,462

 

Other revenues, net

 

2,380

 

 

 

2,131

 

 

 

8,983

 

 

 

9,135

 

Total revenues

 

117,957

 

 

 

119,327

 

 

 

483,779

 

 

 

524,597

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

99,654

 

 

 

100,864

 

 

 

409,063

 

 

 

451,173

 

Site operating expenses

 

5,989

 

 

 

6,056

 

 

 

26,120

 

 

 

24,917

 

Total operating expenses

 

105,643

 

 

 

106,920

 

 

 

435,183

 

 

 

476,090

 

Operating income

$

12,314

 

 

$

12,407

 

 

$

48,596

 

 

$

48,507

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Excludes the estimated fixed fee paid to the GPMP segment for the cost of fuel.

 

 

GPMP Segment

 

 

For the Three Months
Ended December 31,

 

 

For the Year
Ended December 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue – inter-segment 1

$

607,936

 

 

$

614,638

 

 

$

2,533,041

 

 

$

2,643,084

 

Fuel revenue – related party

 

515,044

 

 

 

650,985

 

 

 

2,302,547

 

 

 

2,964,304

 

Fuel revenue – third party customers

 

 

 

 

607

 

 

 

849

 

 

 

3,624

 

Other revenues, net

 

187

 

 

 

200

 

 

 

727

 

 

 

838

 

Other revenues, net – inter-segment 1

 

2,105

 

 

 

2,121

 

 

 

8,435

 

 

 

8,455

 

Other revenues, net – related party1

 

678

 

 

 

719

 

 

 

2,685

 

 

 

2,781

 

Total revenues

 

1,125,950

 

 

 

1,269,270

 

 

 

4,848,284

 

 

 

5,623,086

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs – inter-segment

 

595,758

 

 

 

602,815

 

 

 

2,484,616

 

 

 

2,596,455

 

Fuel costs – related party

 

504,844

 

 

 

638,669

 

 

 

2,259,307

 

 

 

2,913,130

 

Fuel costs – third party customers

 

 

 

 

607

 

 

 

848

 

 

 

3,507

 

General and administrative expenses

 

780

 

 

 

960

 

 

 

3,244

 

 

 

3,585

 

Depreciation and amortization

 

1,840

 

 

 

1,840

 

 

 

7,359

 

 

 

7,371

 

Total operating expenses

 

1,103,222

 

 

 

1,244,891

 

 

 

4,755,374

 

 

 

5,524,048

 

Operating income

$

22,728

 

 

$

24,379

 

 

$

92,910

 

 

$

99,038

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Includes the estimated fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.