Form: 8-K

Current report

August 6, 2026

Documents

Exhibit 99.1

 

ARKO Petroleum Corp. Reports Second Quarter 2026 Results

~ Signs Agreement to Acquire a Vertically Integrated Fuel Supply and Distribution Platform ~

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 second quarter ended June 30, 2026 and reaffirms full-year financial 2026 guidance.

Second Quarter 2026 Key Highlights (vs. Year-Ago Period) 1,2

Net income for the quarter increased to $12.2 million compared to $10.0 million.
Adjusted EBITDA for the quarter increased to $39.8 million compared to $38.3 million.
Net cash provided by operating activities for the quarter was $10.4 million compared to $23.2 million.
Discretionary Cash Flow for the quarter was $27.1 million compared to $24.2 million.
Total debt, net was $184.7 million and Net Debt was $324.2 million, in each case, as of June 30, 2026.

Strategic Acquisition Announcement

Today announced entering into an agreement to acquire the business of U.S. Petroleum Partners, LLC ("USPP"), a vertically integrated fuel supply and distribution platform serving customers throughout Great Lakes region. The strategic transaction would meaningfully expand APC’s platform and accelerate the growth strategy outlined at the time of its initial public offering.
The acquisition is expected to increase the Company's annual fuel volumes by approximately 280 million gallons, or approximately 14% on a trailing twelve-months basis, by adding more than 400 dealer locations and meaningfully enhance the Company's commercial and operational scale.
The acquisition is expected to be accretive and add approximately $30 million of annual Adjusted EBITDA and enhance Discretionary Cash Flow, further strengthening the Company's earnings diversification and cash generation capability.
The acquisition is expected to strengthen supplier relationships, enhance vertical integration and expand fee based earnings streams through the addition of two fuel terminals and expanded transportation capabilities. These assets are expected to create additional opportunities for future earnings growth through increased throughput, operational synergies and future acquisition opportunities.
The consideration at closing will consist of approximately $205 million in cash plus the cost of inventory. Additionally, at closing the Company will issue $30 million in APC Class A common stock that will be held in escrow and released to the seller subject to the acquired business achieving certain EBITDA-based financial targets of the acquired business in the first four full quarters after closing.

Additional details regarding the transaction, including the strategic and financial highlights, can be found in a separate press release and investor presentation issued by the Company today and available on the Investor Relations section of the Company's website at www.arkopetroleum.com.

 

Other Key Highlights

As part of the ongoing transformation plan of the Company's controlling stockholder, ARKO Corp. (Nasdaq: ARKO) ("ARKO Parent"), 21 ARKO retail convenience stores that sell fuel ("ARKO Retail Sites") were converted to

 

1 See Use of Non-GAAP Measures below.

2 All figures for fuel costs, fuel contribution and fuel margin per gallon (other than related party) exclude the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.


 

 

dealer locations in the Company's wholesale segment during the second quarter of 2026, bringing total conversions since program inception in 2024 to 471 sites. ARKO Parent has approximately 70 additional sites committed either under letter of intent, under contract or already converted since quarter end. The Company expects to complete these conversions, along with additional conversions, throughout 2026 and into 2027.
The Company is targeting opening 20 new fleet fueling locations in 2026, of which one opened in March 2026, two opened in July 2026, and 17 are in process, reflecting the attractive, durable cash flow profile of its fleet fueling business.
The Board of Directors declared a quarterly dividend of $0.50 per share of common stock to be paid on August 28, 2026 to stockholders of record as of August 18, 2026, which is consistent with an expected annual dividend rate of $2.00 per share.

"APC delivered another quarter of strong execution, highlighted by growth in Adjusted EBITDA and Discretionary Cash Flow," said Arie Kotler, Chairman, President and Chief Executive Officer of APC. "We saw growth in operating income across all three of our segments, which we believe underscores the resilience of our platform, enabling us to perform even during volatile market conditions. Our strong first-half results reinforce our confidence in the stability of our cash flow generation, and we believe that we remain well positioned to deliver on our full-year guidance."

 

Mr. Kotler continued "We also announced that we agreed to acquire the business of U.S. Petroleum Partners, which represents an important milestone in our growth story. We intentionally positioned APC with a strong balance sheet, significant liquidity and financial flexibility at the time of our IPO so we could pursue accretive and highly strategic opportunities like this one. This transaction is expected to expand our predominantly fee-based and fixed-margin earnings profile, enhance our cash flow generation capabilities and strengthen our ability to create long-term value for shareholders. Combined with our continued organic growth initiatives and disciplined capital allocation strategy, we believe APC is entering an exciting new phase of growth."

Second Quarter 2026 Segment Highlights

Wholesale Segment

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Fuel gallons sold – fuel supply locations

 

203,578

 

 

 

213,529

 

 

 

401,978

 

 

 

404,606

 

Fuel gallons sold – consignment agent locations

 

37,183

 

 

 

38,929

 

 

 

72,723

 

 

 

75,444

 

Fuel contribution 1 – fuel supply locations

$

15,511

 

 

$

13,484

 

 

$

28,173

 

 

$

24,937

 

Fuel contribution 1 – consignment agent locations

$

10,810

 

 

$

11,905

 

 

$

21,039

 

 

$

20,499

 

Fuel margin, cents per gallon 2 – fuel supply locations

 

7.6

 

 

 

6.3

 

 

 

7.0

 

 

 

6.2

 

Fuel margin, cents per gallon 2 – consignment agent locations

 

29.1

 

 

 

30.6

 

 

 

28.9

 

 

 

27.2

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Calculated as fuel revenue less fuel costs; excludes the 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: Comparable wholesale sites exclude wholesale sites added through 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 second quarter of 2026, wholesale operating income increased by $1.6 million compared to the second quarter of 2025 as a result of additional operating income from ARKO Retail Sites converted to dealer locations, which was partially offset by reduced operating income at comparable wholesale sites.

 


 

 

For the second quarter of 2026, fuel contribution increased by $0.9 million compared to the second quarter of 2025. Fuel contribution for the second quarter of 2026 at fuel supply locations increased by $2.0 million due to incremental contribution from ARKO Retail Sites converted to dealer locations. Fuel margin per gallon at fuel supply locations increased 1.3 cents per gallon compared to the second quarter of 2025, primarily as a result of increased prompt pay discounts related to higher fuel costs.

Fuel contribution for the second quarter of 2026 at consignment agent locations decreased $1.1 million due to reduced fuel contribution at comparable wholesale sites, which was partially offset by $0.5 million of incremental contribution from ARKO Retail Sites converted to dealer locations. Fuel margin per gallon at consignment agent locations decreased 1.5 cents per gallon compared to the second quarter of 2025, primarily due to margin compression during the second quarter of 2026, as market prices declined more quickly than the Company's weighted average inventory cost.

For the second quarter of 2026, other revenues, net increased by $4.5 million, and site operating expenses increased by $4.2 million, in each case as compared to the second quarter of 2025, resulting primarily from ARKO Retail Sites converted to dealer locations.

 

Fleet Fueling Segment

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Fuel gallons sold – proprietary cardlock locations

 

32,703

 

 

 

32,997

 

 

 

63,220

 

 

 

64,915

 

Fuel gallons sold – third-party cardlock locations

 

3,713

 

 

 

3,293

 

 

 

7,159

 

 

 

6,468

 

Fuel contribution 1 – proprietary cardlock locations

$

16,755

 

 

$

17,070

 

 

$

32,697

 

 

$

31,776

 

Fuel contribution 1 – third-party cardlock locations

$

330

 

 

$

698

 

 

$

1,133

 

 

$

1,294

 

Fuel margin, cents per gallon 2 – proprietary cardlock
  locations

 

51.2

 

 

 

51.7

 

 

 

51.7

 

 

 

49.0

 

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

 

9.0

 

 

 

21.2

 

 

 

15.9

 

 

 

20.0

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Calculated as fuel revenue less fuel costs; excludes the 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.

 

 

For the second quarter of 2026, fuel contribution decreased by $0.7 million compared to the second quarter of 2025. At proprietary cardlocks, fuel contribution decreased by $0.3 million, and fuel margin per gallon also decreased for the second quarter of 2026 compared to the second quarter of 2025. At third-party cardlock locations, fuel contribution decreased $0.4 million, and fuel margin per gallon decreased for the second quarter of 2026 compared to the second quarter of 2025. These decreases were primarily due to higher than average fuel margins in the prior year, as well as margin compression during the second quarter of 2026, as indexed prices declined more quickly than the weighted average inventory cost.

GPMP Segment

 


 

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Fuel gallons sold – inter-segment

 

277,313

 

 

 

246,703

 

 

 

532,655

 

 

 

469,561

 

Fuel gallons sold – related party locations

 

191,395

 

 

 

225,325

 

 

 

374,127

 

 

 

436,985

 

Fuel contribution 1 – related party locations

$

11,458

 

 

$

11,266

 

 

$

22,423

 

 

$

21,849

 

Fuel margin, cents per gallon 2 – related party locations

 

6.0

 

 

 

5.0

 

 

 

6.0

 

 

 

5.0

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Calculated as fuel revenue less fuel costs.

 

2 Calculated as fuel contribution divided by fuel gallons sold.

 

For the second quarter of 2026, fuel revenue – related party increased by $111.9 million, or 18.5%, compared to the second quarter of 2025, resulting primarily from an increase in the average price of fuel in the second quarter of 2026 compared to the second quarter of 2025, which was partially offset by a 33.9 million, or 15.1%, decrease in gallons sold, reflecting the challenging macroeconomic environment as well as ARKO Retail Sites converted to dealer locations.

Fuel contribution – related party increased by $0.2 million for the second quarter of 2026 compared to the second quarter of 2025, primarily due to an increase in the fixed margin from 5.0 cents per gallon sold for the second quarter of 2025 to 6.0 cents per gallon sold for the second quarter of 2026, partially offset by fewer gallons sold to ARKO Retail Sites.

 

Liquidity and Capital Expenditures

As of June 30, 2026, the Company’s total liquidity was approximately $724 million, consisting of approximately $15 million of cash and cash equivalents and approximately $709 million of availability under the Company's lines of credit. Total debt, net was approximately $184.7 million, resulting in Net Debt (as defined below) of approximately $324.2 million. For the quarter ended June 30, 2026, maintenance capital expenditures were $2.7 million and growth capital expenditures were $7.1 million, including the investments in new fleet fueling locations, purchase of fuel dispensers and other investments in the Company's sites.

Quarterly Dividend

The Company’s ability to return cash to its stockholders through its cash dividend program is consistent with its capital allocation framework and reflects the Company’s confidence in the strength of its cash generation ability and strong financial position.

The Board declared a quarterly dividend of $0.50 per share of common stock to be paid on August 28, 2026 to stockholders of record as of August 18, 2026. This dividend is consistent with an expected annual dividend rate of $2.00 per share.

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 June 30,

 

 

For the Six Months
Ended June 30,

 

Wholesale Segment 1

2026

 

 

2025

 

 

2026

 

 

2025

 

Number of sites at beginning of period

 

2,126

 

 

 

1,961

 

 

 

2,099

 

 

 

1,922

 

Newly opened or reopened sites 2

 

13

 

 

 

4

 

 

 

24

 

 

 

10

 

ARKO Retail Sites converted to dealer locations

 

21

 

 

 

70

 

 

 

62

 

 

 

129

 

Closed or divested sites

 

(31

)

 

 

(21

)

 

 

(56

)

 

 

(47

)

Number of sites at end of period

 

2,129

 

 

 

2,014

 

 

 

2,129

 

 

 

2,014

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Excludes bulk and spot purchasers.

 

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

 

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

Fleet Fueling Segment

2026

 

 

2025

 

 

2026

 

 

2025

 

Number of sites at beginning of period

 

292

 

 

 

280

 

 

 

295

 

 

 

280

 

Newly opened or reopened sites

 

 

 

 

8

 

 

 

1

 

 

 

9

 

Closed or divested sites

 

(2

)

 

 

(1

)

 

 

(6

)

 

 

(2

)

Number of sites at end of period

 

290

 

 

 

287

 

 

 

290

 

 

 

287

 

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

GPMP Segment – related party sites
  (ARKO Retail Sites)

2026

 

 

2025

 

 

2026

 

 

2025

 

Number of sites at beginning of period

 

1,056

 

 

 

1,296

 

 

 

1,095

 

 

 

1,356

 

Newly opened or reopened sites

 

1

 

 

 

 

 

 

3

 

 

 

1

 

ARKO Retail Sites converted to dealer locations

 

(21

)

 

 

(70

)

 

 

(62

)

 

 

(129

)

Sites closed, divested or converted to rental

 

(2

)

 

 

 

 

 

(2

)

 

 

(2

)

Number of sites at end of period

 

1,034

 

 

 

1,226

 

 

 

1,034

 

 

 

1,226

 

 

Full Year 2026 Guidance

The Company is reaffirming its guidance disclosed in March 2026, and 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, August 6, 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 successfully integrate business that it may acquire, including the business of USPP; the Company’s ability to achieve the benefits that it expects to realize as a result of its acquisitions, including the business of USPP; the potential negative impact on the Company’s financial condition and results of operations if it fails to achieve the benefits that it expects to realize as a result of its business acquisitions, including the business of USPP; liabilities of the businesses that the Company acquires that are not known to the Company; 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 wholesale sites added through 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 the Company's 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.

Reconciliations of forward looking non-GAAP measures related to the business of USPP following its acquisition included in this press release to the corresponding GAAP financial measures are not included due to variability and difficulty in making accurate forecasts and projections, particularly in light of potential changes in USPP’s business following its acquisition, as well as, because certain information is not currently ascertainable or accessible, and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information, nor can the Company accurately predict all the components of the applicable non-GAAP financial measures and reconciling adjustments thereto; accordingly, the corresponding GAAP

 


 

 

measures may be materially different than the non-GAAP measures. Such forward-looking information is also subject to uncertainty and various risks, including those set forth in the risk factors discussed above, and there can be no assurance that any forecasted results or conditions will actually be achieved.

 

Company and Investor Contact

Priya Trivedi

ARKO Petroleum Corp.

investors@arkopetroleum.com

 

 


 

 

 

Condensed Consolidated Statements of Operations

 

 

(Unaudited)

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands, except per share amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

   Fuel revenue

$

1,098,919

 

 

$

820,871

 

 

$

1,906,517

 

 

$

1,577,669

 

   Fuel revenue – related party

 

716,008

 

 

 

604,065

 

 

 

1,230,492

 

 

 

1,178,481

 

   Other revenues, net

 

20,291

 

 

 

15,229

 

 

 

39,393

 

 

 

28,186

 

   Other revenues, net – related party

 

3,370

 

 

 

3,219

 

 

 

6,551

 

 

 

6,374

 

Total revenues

 

1,838,588

 

 

 

1,443,384

 

 

 

3,182,953

 

 

 

2,790,710

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

   Fuel costs

 

1,054,762

 

 

 

776,847

 

 

 

1,821,904

 

 

 

1,497,058

 

   Fuel costs – related party

 

704,550

 

 

 

592,799

 

 

 

1,208,069

 

 

 

1,156,632

 

Site operating expenses, including allocated expenses

 

28,786

 

 

 

25,389

 

 

 

55,714

 

 

 

47,406

 

General and administrative expenses, including
  allocated expenses

 

11,764

 

 

 

10,392

 

 

 

22,578

 

 

 

21,140

 

Depreciation and amortization, including allocated
  expenses

 

14,716

 

 

 

13,301

 

 

 

29,503

 

 

 

26,804

 

Total operating expenses

 

1,814,578

 

 

 

1,418,728

 

 

 

3,137,768

 

 

 

2,749,040

 

Other expenses, net

 

489

 

 

 

882

 

 

 

1,552

 

 

 

2,077

 

Operating income

 

23,521

 

 

 

23,774

 

 

 

43,633

 

 

 

39,593

 

   Interest and other financial income, including
    allocated income

 

261

 

 

 

87

 

 

 

470

 

 

 

225

 

   Interest and other financial expenses, including
    allocated expenses

 

(7,435

)

 

 

(10,443

)

 

 

(16,671

)

 

 

(20,193

)

Income before income taxes

 

16,347

 

 

 

13,418

 

 

 

27,432

 

 

 

19,625

 

   Income tax expense

 

(4,111

)

 

 

(3,390

)

 

 

(7,114

)

 

 

(5,064

)

Net income

$

12,236

 

 

$

10,028

 

 

$

20,318

 

 

$

14,561

 

Net income per share – basic

$

0.26

 

 

$

0.29

 

 

$

0.46

 

 

$

0.42

 

Net income per share – diluted

$

0.26

 

 

$

0.29

 

 

$

0.46

 

 

$

0.42

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

  Basic

 

47,570

 

 

 

35,000

 

 

 

44,373

 

 

 

35,000

 

  Diluted

 

47,604

 

 

 

35,000

 

 

 

44,390

 

 

 

35,000

 

 

 

 


 

 

 

Condensed Consolidated Balance Sheets

 

 

(Unaudited)

 

 

June 30, 2026

 

 

December 31, 2025

 

 

(in thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

   Cash and cash equivalents

$

14,563

 

 

$

15,556

 

   Trade receivables, net

 

142,048

 

 

 

80,832

 

   Inventory

 

29,945

 

 

 

23,093

 

   Other current assets

 

57,214

 

 

 

43,054

 

Total current assets

 

243,770

 

 

 

162,535

 

Non-current assets:

 

 

 

 

 

   Property and equipment, net

 

267,263

 

 

 

262,743

 

   Right-of-use assets under operating leases

 

446,970

 

 

 

415,179

 

   Right-of-use assets under financing leases, net

 

62,847

 

 

 

62,739

 

   Goodwill

 

76,687

 

 

 

76,687

 

   Intangible assets, net

 

143,917

 

 

 

154,326

 

   Deferred tax asset

 

72,335

 

 

 

70,934

 

   Other non-current assets

 

71,548

 

 

 

68,331

 

Total assets

$

1,385,337

 

 

$

1,273,474

 

Liabilities

 

 

 

 

 

Current liabilities:

 

 

 

 

 

   Long-term debt, current portion

$

1,306

 

 

$

6,783

 

   Accounts payable

 

108,813

 

 

 

75,224

 

   Other current liabilities

 

64,881

 

 

 

53,586

 

   Operating leases, current portion

 

29,543

 

 

 

27,820

 

   Financing leases, current portion

 

2,346

 

 

 

2,095

 

Total current liabilities

 

206,889

 

 

 

165,508

 

Non-current liabilities:

 

 

 

 

 

   Long-term debt, net

 

183,404

 

 

 

385,247

 

   Asset retirement obligation

 

50,468

 

 

 

47,571

 

   Operating leases

 

470,301

 

 

 

431,364

 

   Financing leases

 

96,499

 

 

 

94,638

 

   Other non-current liabilities

 

119,999

 

 

 

113,031

 

Total liabilities

 

1,127,560

 

 

 

1,237,359

 

 

 

 

 

 

 

Total net investment

 

 

 

 

36,115

 

Total stockholders' equity

 

257,777

 

 

 

 

Total liabilities and stockholders' equity / total net investment

$

1,385,337

 

 

$

1,273,474

 

 

 


 

 

 

Condensed Consolidated Statements of Cash Flows

 

 

(Unaudited)

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

12,236

 

 

$

10,028

 

 

$

20,318

 

 

$

14,561

 

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

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

14,716

 

 

 

13,301

 

 

 

29,503

 

 

 

26,804

 

Deferred income taxes

 

2,083

 

 

 

(155

)

 

 

2,478

 

 

 

(2,024

)

Loss on disposal of assets and impairment charges,
  net

 

371

 

 

 

1,122

 

 

 

826

 

 

 

2,292

 

Amortization of deferred financing costs

 

630

 

 

 

369

 

 

 

1,142

 

 

 

741

 

Amortization of deferred income

 

(2,446

)

 

 

(2,364

)

 

 

(4,853

)

 

 

(4,508

)

Amortization of prepaid to related party

 

739

 

 

 

1,031

 

 

 

1,503

 

 

 

2,115

 

Accretion of asset retirement obligation

 

312

 

 

 

282

 

 

 

642

 

 

 

531

 

Non-cash rent

 

265

 

 

 

746

 

 

 

441

 

 

 

1,472

 

Charges to allowance for credit losses

 

342

 

 

 

338

 

 

 

621

 

 

 

544

 

Share-based compensation

 

1,046

 

 

 

240

 

 

 

1,394

 

 

 

502

 

Fair value adjustment of financial assets and liabilities

 

54

 

 

 

140

 

 

 

54

 

 

 

171

 

Other operating activities, net

 

 

 

 

(232

)

 

 

 

 

 

(212

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Decrease (increase) in trade receivables

 

9,103

 

 

 

(2,134

)

 

 

(61,837

)

 

 

(16,454

)

Decrease (increase) in inventory

 

145

 

 

 

765

 

 

 

(6,852

)

 

 

1,508

 

Increase in other assets

 

(6,516

)

 

 

(4,048

)

 

 

(11,459

)

 

 

(4,193

)

Increase in related party assets

 

(4,053

)

 

 

(585

)

 

 

(7,376

)

 

 

(3,581

)

(Decrease) increase in accounts payable

 

(13,951

)

 

 

(5,338

)

 

 

32,729

 

 

 

(328

)

(Decrease) increase in other current liabilities

 

(7,356

)

 

 

5,130

 

 

 

12,211

 

 

 

6,853

 

Decrease in asset retirement obligation

 

(85

)

 

 

 

 

 

(257

)

 

 

(292

)

Increase in non-current liabilities

 

2,793

 

 

 

4,592

 

 

 

5,758

 

 

 

11,648

 

Net cash provided by operating activities

 

10,428

 

 

 

23,228

 

 

 

16,986

 

 

 

38,150

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

(8,787

)

 

 

(6,710

)

 

 

(14,632

)

 

 

(13,438

)

Proceeds from ARKO Parent for the conversion of
  ARKO Retail Sites to dealer locations, net

 

3,456

 

 

 

-

 

 

 

3,456

 

 

 

 

Proceeds from sale of property and equipment

 

1,381

 

 

 

813

 

 

 

1,412

 

 

 

820

 

Net cash used in investing activities

 

(3,950

)

 

 

(5,897

)

 

 

(9,764

)

 

 

(12,618

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Receipt of long-term debt

 

 

 

 

4,871

 

 

 

 

 

 

4,871

 

Repayment of long-term debt

 

(534

)

 

 

(982

)

 

 

(209,974

)

 

 

(1,596

)

Repayment of related-party debt

 

(330

)

 

 

 

 

 

(330

)

 

 

 

Principal payments on financing leases

 

(542

)

 

 

(287

)

 

 

(1,036

)

 

 

(542

)

Proceeds from issuance of Class A shares in IPO, net of
  underwriting discounts and commissions

 

 

 

 

 

 

 

210,426

 

 

 

 

Payment of IPO costs

 

(546

)

 

 

 

 

 

(2,163

)

 

 

 

Dividends paid on common stock

 

(12,368

)

 

 

 

 

 

(12,368

)

 

 

 

Pre-IPO net transfers (to) from ARKO Parent

 

 

 

 

(31,824

)

 

 

7,230

 

 

 

(39,365

)

Net cash used in financing activities

 

(14,320

)

 

 

(28,222

)

 

 

(8,215

)

 

 

(36,632

)

Net decrease in cash and cash equivalents
  and restricted cash

 

(7,842

)

 

 

(10,891

)

 

 

(993

)

 

 

(11,100

)

 


 

 

Cash and cash equivalents and restricted cash,
  beginning of period

 

22,405

 

 

 

25,132

 

 

 

15,556

 

 

 

25,341

 

Cash and cash equivalents and restricted cash, end of
  period

$

14,563

 

 

$

14,241

 

 

$

14,563

 

 

$

14,241

 

 

 


 

 

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 June 30,

 

 

For the Six Months
Ended June 30,

 

 

For the Twelve-Months Ended

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

June 30, 2026

 

 

 

(in thousands)

 

Net income

 

$

12,236

 

 

$

10,028

 

 

$

20,318

 

 

$

14,561

 

 

$

38,484

 

Interest and other financing expenses, net

 

 

7,174

 

 

 

10,356

 

 

 

16,201

 

 

 

19,968

 

 

 

38,325

 

Income tax expense

 

 

4,111

 

 

 

3,390

 

 

 

7,114

 

 

 

5,064

 

 

 

11,162

 

Depreciation and amortization

 

 

14,716

 

 

 

13,301

 

 

 

29,503

 

 

 

26,804

 

 

 

57,427

 

EBITDA

 

 

38,237

 

 

 

37,075

 

 

 

73,136

 

 

 

66,397

 

 

 

145,398

 

Acquisition costs (a)

 

 

240

 

 

 

106

 

 

 

896

 

 

 

213

 

 

 

1,175

 

Loss on disposal of assets and impairment
  charges (b)

 

 

371

 

 

 

1,122

 

 

 

826

 

 

 

2,292

 

 

 

3,092

 

Share-based compensation expense (c)

 

 

1,046

 

 

 

240

 

 

 

1,394

 

 

 

502

 

 

 

1,889

 

Adjustment to contingent
  consideration (d)

 

 

54

 

 

 

(209

)

 

 

54

 

 

 

(275

)

 

 

(1,878

)

Taxes paid in arrears (e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

178

 

IPO Costs (f)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

565

 

Other (g)

 

 

(126

)

 

 

(31

)

 

 

(122

)

 

 

60

 

 

 

89

 

Adjusted EBITDA

 

$

39,822

 

 

$

38,303

 

 

$

76,184

 

 

$

69,189

 

 

$

150,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

10,428

 

 

$

23,228

 

 

$

16,986

 

 

$

38,150

 

 

 

 

Changes in operating assets and
  liabilities (h)

 

 

18,107

 

 

 

1,569

 

 

 

37,256

 

 

 

4,765

 

 

 

 

Maintenance capital expenditures (i)

 

 

(2,684

)

 

 

(943

)

 

 

(5,209

)

 

 

(2,261

)

 

 

 

Acquisition costs (a)

 

 

240

 

 

 

106

 

 

 

896

 

 

 

213

 

 

 

 

Amortization of deferred income, net of
  prepaid to related party

 

 

1,707

 

 

 

1,333

 

 

 

3,350

 

 

 

2,393

 

 

 

 

Charges to allowance for credit losses

 

 

(342

)

 

 

(338

)

 

 

(621

)

 

 

(544

)

 

 

 

Non-cash rent expense (j)

 

 

(265

)

 

 

(746

)

 

 

(441

)

 

 

(1,472

)

 

 

 

Other (k)

 

 

(115

)

 

 

(26

)

 

 

(121

)

 

 

61

 

 

 

 

Discretionary Cash Flow

 

$

27,076

 

 

$

24,183

 

 

$

52,096

 

 

$

41,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

39,822

 

 

$

38,303

 

 

$

76,184

 

 

$

69,189

 

 

 

 

Cash received for interest

 

 

261

 

 

 

87

 

 

 

470

 

 

 

225

 

 

 

 

Cash paid for interest and allocated
  interest

 

 

(6,513

)

 

 

(9,721

)

 

 

(14,899

)

 

 

(18,761

)

 

 

 

Cash paid for taxes

 

 

(3,810

)

 

 

(3,543

)

 

 

(4,450

)

 

 

(7,087

)

 

 

 

Maintenance capital expenditures (i)

 

 

(2,684

)

 

 

(943

)

 

 

(5,209

)

 

 

(2,261

)

 

 

 

Discretionary Cash Flow

 

$

27,076

 

 

$

24,183

 

 

$

52,096

 

 

$

41,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 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.

 

 


 

 

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

 

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

 

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

 

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

 

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

 

(h) Excludes the change in current tax liabilities and accrued interest of $(1.8) million, $(0.1) million, $0.2 million and $(0.1) million for the three and six months ended June 30, 2026 and 2025, respectively.

 

(i) 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.

 

(j) 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.

 

(k) Includes other unusual or non-recurring items.

 

 

 

 

Reconciliation of Total debt, net to Net Debt

 

 

 

As of June 30,
2026

 

 

As of December 31, 2025

 

 

 

(in thousands, except ratios)

 

Total debt, net

 

$

184,710

 

 

$

392,030

 

Financing leases

 

 

98,845

 

 

 

96,733

 

Financial liabilities

 

 

55,212

 

 

 

53,365

 

Cash and cash equivalents

 

 

(14,563

)

 

 

(15,556

)

Net Debt

 

$

324,204

 

 

$

526,572

 

Ratio of total debt, net to net income

 

 

4.8

x

 

 

12.0

x

Ratio of Net Debt to Adjusted EBITDA

 

 

2.2

x

 

 

3.7

x

 

Supplemental Disclosures of Segment Information

Wholesale Segment

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

917,696

 

 

$

696,103

 

 

$

1,591,551

 

 

$

1,326,163

 

Other revenues, net

 

16,984

 

 

 

12,501

 

 

 

33,514

 

 

 

22,853

 

Other revenues, net – related party

 

405

 

 

 

 

 

 

929

 

 

 

 

Total revenues

 

935,085

 

 

 

708,604

 

 

 

1,625,994

 

 

 

1,349,016

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

891,375

 

 

 

670,714

 

 

 

1,542,339

 

 

 

1,280,727

 

Site operating expenses, including allocated
  expenses

 

18,827

 

 

 

14,648

 

 

 

35,760

 

 

 

26,417

 

Total operating expenses

 

910,202

 

 

 

685,362

 

 

 

1,578,099

 

 

 

1,307,144

 

Operating income

$

24,883

 

 

$

23,242

 

 

$

47,895

 

 

$

41,872

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 


 

 

Fleet Fueling Segment

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

175,343

 

 

$

118,121

 

 

$

302,642

 

 

$

236,527

 

Other revenues, net

 

2,905

 

 

 

2,245

 

 

 

5,146

 

 

 

4,363

 

Total revenues

 

178,248

 

 

 

120,366

 

 

 

307,788

 

 

 

240,890

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

158,258

 

 

 

100,353

 

 

 

268,812

 

 

 

203,457

 

Site operating expenses

 

6,703

 

 

 

6,934

 

 

 

13,734

 

 

 

13,362

 

Total operating expenses

 

164,961

 

 

 

107,287

 

 

 

282,546

 

 

 

216,819

 

Operating income

$

13,287

 

 

$

13,079

 

 

$

25,242

 

 

$

24,071

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

GPMP Segment

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue 1 – inter-segment

$

1,039,889

 

 

$

651,249

 

 

$

1,762,373

 

 

$

1,243,336

 

Fuel revenue 1 – related party

 

716,008

 

 

 

604,065

 

 

 

1,230,492

 

 

 

1,178,481

 

Fuel revenue – third party customers

 

 

 

 

353

 

 

 

 

 

 

849

 

Other revenues, net

 

47

 

 

 

191

 

 

 

218

 

 

 

346

 

Other revenues, net 1 – inter-segment

 

 

 

 

2,147

 

 

 

767

 

 

 

4,208

 

Other revenues, net 1 – related party

 

784

 

 

 

669

 

 

 

1,498

 

 

 

1,321

 

Total revenues

 

1,756,728

 

 

 

1,258,674

 

 

 

2,995,348

 

 

 

2,428,541

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs – inter-segment

 

1,023,250

 

 

 

638,915

 

 

 

1,730,413

 

 

 

1,219,859

 

Fuel costs – related party

 

704,550

 

 

 

592,799

 

 

 

1,208,069

 

 

 

1,156,632

 

Fuel costs – third party customers

 

 

 

 

352

 

 

 

 

 

 

848

 

General and administrative expenses

 

545

 

 

 

820

 

 

 

1,055

 

 

 

1,648

 

Depreciation and amortization

 

1,813

 

 

 

1,840

 

 

 

3,625

 

 

 

3,680

 

Total operating expenses

 

1,730,158

 

 

 

1,234,726

 

 

 

2,943,162

 

 

 

2,382,667

 

Operating income

$

26,570

 

 

$

23,948

 

 

$

52,186

 

 

$

45,874

 

 

 

 

 

 

 

 

 

 

 

 

 

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