Form: 8-K

Current report

November 4, 2026

Documents

Exhibit 99.1

 

ARKO Petroleum Corp. Reports Third Quarter 2026 Results, Raises Full Year 2026 Guidance and Declares Quarterly Dividend

ARKO Petroleum Corp. (Nasdaq: APC) (“APC” or the “Company”), one of the largest fuel wholesalers in North America, today announced financial results for the third quarter ended September 30, 2026, raised its full year 2026 financial guidance and declared a quarterly dividend of $0.50 per share.

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

•
Net income for the quarter increased to $13.3 million compared to $10.1 million.
•
Adjusted EBITDA for the quarter increased to $41.0 million compared to $37.4 million.
•
Net cash provided by operating activities for the quarter was $21.6 million compared to $25.0 million.
•
Discretionary Cash Flow for the quarter increased to $32.3 million compared to $26.5 million.
•
Raises full-year 2026 Adjusted EBITDA guidance to be in a range of $156 million to $157 million.
•
Post quarter-end, declared quarterly dividend of $0.50 per share of common stock to be paid on November 30, 2026.
•
On August 4, 2026, entered into an asset purchase agreement to acquire the business of U.S. Petroleum Partners, LLC ("USPP"), a strategic transaction that is expected to meaningfully expand APC’s scale and infrastructure and reflects the disciplined execution of the growth strategy outlined at the time of its initial public offering.

 

“APC’s third-quarter results reinforce the strategy we outlined at the IPO," said Arie Kotler, Chairman, President and Chief Executive Officer of APC. "Adjusted EBITDA and Discretionary Cash Flow grew year over year, which we believe demonstrated the durability of our platform, the stability of its cash generation and our team’s ability to execute effectively through a volatile market environment. Based on year-to-date performance, our outlook for the balance of the year and the expected closing of USPP, we are raising our full-year 2026 Adjusted EBITDA guidance.”

Third Quarter 2026 Segment Highlights

Wholesale Segment

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Fuel gallons sold – fuel supply locations

 

211,648

 

 

 

220,220

 

 

 

613,626

 

 

 

624,826

 

Fuel gallons sold – consignment agent locations

 

37,564

 

 

 

40,191

 

 

 

110,287

 

 

 

115,635

 

Fuel contribution 1 – fuel supply locations

$

15,279

 

 

$

13,917

 

 

$

43,452

 

 

$

38,854

 

Fuel contribution 1 – consignment agent locations

$

11,441

 

 

$

11,151

 

 

$

32,480

 

 

$

31,650

 

Fuel margin, cents per gallon 2 – fuel supply locations

 

7.2

 

 

 

6.3

 

 

 

7.1

 

 

 

6.2

 

Fuel margin, cents per gallon 2 – consignment agent locations

 

30.5

 

 

 

27.7

 

 

 

29.5

 

 

 

27.4

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

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.


 

 

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 third quarter of 2026, wholesale operating income increased by $1.7 million compared to the third quarter of 2025 primarily as a result of additional operating income from ARKO Retail Sites (as defined below) converted to dealer locations, which was partially offset by reduced operating income at comparable wholesale sites.

For the third quarter of 2026, fuel contribution increased by $1.7 million compared to the third quarter of 2025. Fuel contribution for the third quarter of 2026 at fuel supply locations increased by $1.4 million compared to the third quarter of 2025, primarily due to $1.5 million of incremental contribution from ARKO Retail Sites converted to dealer locations. Fuel contribution for the third quarter of 2026 at consignment agent locations increased $0.3 million compared to the third quarter of 2025, primarily due to $0.4 million of incremental contribution from ARKO Retail Sites converted to dealer locations.

Fuel margin per gallon at fuel supply locations increased 0.9 cents per gallon compared to the third quarter of 2025, and fuel margin per gallon at consignment agent locations increased 2.8 cents per gallon compared to the third quarter of 2025, both primarily due to increased prompt pay discounts related to higher fuel costs.

For the third quarter of 2026, other revenues, net increased by $3.5 million, and site operating expenses increased by $3.8 million, in each case as compared to the third quarter of 2025, resulting primarily from ARKO Retail Sites converted to dealer locations.

As part of the ongoing transformation plan of the Company's controlling stockholder, ARKO Corp. (Nasdaq: ARKO) (“ARKO Parent”), 17 ARKO Parent retail convenience stores that sell fuel ("ARKO Retail Sites") were converted to dealer locations in the Company's wholesale segment during the third quarter of 2026, bringing total conversions since program inception in 2024 to 488 sites. ARKO Parent has an aggregate of approximately 55 additional sites committed under letter of intent, under contract or already converted since quarter end. The Company expects that ARKO Parent will continue to convert a meaningful number of additional stores, and expects ARKO Parent to be largely complete by the end of 2027.

Fleet Fueling Segment

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Fuel gallons sold – proprietary cardlock locations

 

32,619

 

 

 

33,124

 

 

 

95,839

 

 

 

98,039

 

Fuel gallons sold – third-party cardlock locations

 

3,617

 

 

 

3,458

 

 

 

10,776

 

 

 

9,926

 

Fuel contribution 1 – proprietary cardlock locations

$

16,837

 

 

$

16,209

 

 

$

49,534

 

 

$

47,985

 

Fuel contribution 1 – third-party cardlock locations

$

776

 

 

$

531

 

 

$

1,909

 

 

$

1,825

 

Fuel margin, cents per gallon 2 – proprietary cardlock
  locations

 

51.6

 

 

 

48.9

 

 

 

51.7

 

 

 

48.9

 

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

 

21.5

 

 

 

15.3

 

 

 

17.8

 

 

 

18.4

 

 

 

 

 

 

 

 

 

 

 

 

 

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 third quarter of 2026, fuel contribution increased by $0.9 million compared to the third quarter of 2025. At proprietary cardlocks, fuel contribution increased by $0.6 million, and fuel margin per gallon also increased for the third quarter of 2026 compared to the third quarter of 2025. At third-party cardlock locations, fuel contribution increased $0.3 million, and fuel margin per gallon also increased for the third quarter of 2026 compared to the third quarter of

 


 

 

2025. These increases primarily resulted from significant volatility in the fuel market due to the geopolitical environment.

The Company continues to invest in fleet fueling locations and opened five new fleet fueling locations in the first nine months of 2026 and two locations were added in October 2026. Currently, the Company has an additional 16 locations in various stages of planning and development, reflecting the attractive, durable cash flow profile of its fleet fueling business.

GPMP Segment

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Fuel gallons sold – inter-segment

 

283,378

 

 

 

255,353

 

 

 

816,033

 

 

 

724,914

 

Fuel gallons sold – related party locations

 

191,439

 

 

 

223,815

 

 

 

565,566

 

 

 

660,800

 

Fuel contribution 1 – related party locations

$

11,486

 

 

$

11,191

 

 

$

33,909

 

 

$

33,040

 

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 third quarter of 2026, fuel revenue – related party increased by $109.4 million, or 18.0%, compared to the third quarter of 2025, resulting primarily from an increase in the average price of fuel in the third quarter of 2026 compared to the third quarter of 2025, which was partially offset by a 32.4 million, or 14.5%, decrease in gallons sold, reflecting the challenging macroeconomic environment and ARKO Retail Sites converted to dealer locations which gallons were reflected after the conversion in fuel revenue – inter-segment.

Fuel contribution – related party increased by $0.3 million for the third quarter of 2026 compared to the third quarter of 2025, primarily due to an increase in the fixed margin from 5.0 cents per gallon sold for the third quarter of 2025 to 6.0 cents per gallon sold for the third quarter of 2026, partially offset by fewer gallons sold to ARKO Retail Sites.

 

Strategic Acquisition Transaction Announcement Highlights

•
On August 4, 2026, entered into an asset purchase agreement to acquire the business of USPP, a vertically integrated fuel supply and distribution platform serving customers throughout the Great Lakes region. The strategic transaction would meaningfully expand APC’s scale and infrastructure and reflects the disciplined execution of the growth strategy outlined at the time of its initial public offering.
•
The acquisition is expected to add approximately 280 million gallons of annual fuel volume, representing approximately 14% of APC’s trailing 12-month fuel volume, for the period ended September 30, 2026, across approximately 400 dealer locations and to meaningfully increase the Company's commercial and operational scale.
•
The acquisition is expected to be accretive, contribute approximately $30 million of annualized Adjusted EBITDA and enhance Discretionary Cash Flow, further diversifying the Company's earnings and strengthening its cash-generation capability.
•
The addition of two fuel terminals and expanded transportation capabilities is expected to enhance vertical integration, broaden the Company’s participation across the fuel value chain and create opportunities to increase terminal utilization, improve transportation efficiency, generate additional fixed-margin and fee-based income and capture incremental margin.

 


 

 

•
The consideration at closing will consist of $205 million in cash plus the value of inventory at closing. 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 in first four full quarters after closing.
•
The Company continues to work toward the closing of the transaction, which is expected to occur during the fourth quarter of fiscal year 2026.

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 on August 6, 2026, both available on the Investor Relations section of the Company's website at www.arkopetroleum.com.

Liquidity and Capital Expenditures

As of September 30, 2026, the Company’s total liquidity was approximately $715 million, consisting of approximately $10 million of cash and cash equivalents and approximately $705 million of availability under the Company's lines of credit. Total debt, net was approximately $189 million, resulting in Net Debt (as defined below) of approximately $338 million. For the quarter ended September 30, 2026, maintenance capital expenditures were $2.1 million and growth capital expenditures were $9.5 million, including the purchase of fee properties, 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 November 30, 2026 to stockholders of record as of November 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 September 30,

 

 

For the Nine Months
Ended September 30,

 

Wholesale Segment 1

2026

 

 

2025

 

 

2026

 

 

2025

 

Number of sites at beginning of period

 

2,129

 

 

 

2,014

 

 

 

2,099

 

 

 

1,922

 

Newly opened or reopened sites 2

 

6

 

 

 

6

 

 

 

30

 

 

 

16

 

ARKO Retail Sites converted to dealer locations

 

17

 

 

 

65

 

 

 

79

 

 

 

194

 

Closed or divested sites

 

(28

)

 

 

(32

)

 

 

(84

)

 

 

(79

)

Number of sites at end of period

 

2,124

 

 

 

2,053

 

 

 

2,124

 

 

 

2,053

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Excludes bulk and spot purchasers.

 

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

 

 

 


 

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

Fleet Fueling Segment

2026

 

 

2025

 

 

2026

 

 

2025

 

Number of sites at beginning of period

 

290

 

 

 

287

 

 

 

295

 

 

 

280

 

Newly opened or reopened sites

 

4

 

 

 

2

 

 

 

5

 

 

 

11

 

Closed or divested sites

 

—

 

 

 

(1

)

 

 

(6

)

 

 

(3

)

Number of sites at end of period

 

294

 

 

 

288

 

 

 

294

 

 

 

288

 

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

GPMP Segment – related party sites
  (ARKO Retail Sites)

2026

 

 

2025

 

 

2026

 

 

2025

 

Number of sites at beginning of period

 

1,034

 

 

 

1,226

 

 

 

1,095

 

 

 

1,356

 

Newly opened or reopened sites

 

—

 

 

 

1

 

 

 

3

 

 

 

2

 

ARKO Retail Sites converted to dealer locations

 

(17

)

 

 

(65

)

 

 

(79

)

 

 

(194

)

Sites closed, divested or converted to rental

 

(1

)

 

 

(4

)

 

 

(3

)

 

 

(6

)

Number of sites at end of period

 

1,016

 

 

 

1,158

 

 

 

1,016

 

 

 

1,158

 

 

Full Year 2026 Guidance

Based on its year-to-date performance, outlook for the balance of the year and expected closing of USPP, the Company is raising its full year 2026 Adjusted EBITDA guidance and currently expects Adjusted EBITDA to be in the range of $156 million to $157 million.

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, November 4, 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 fuel wholesalers in North America, supplying approximately 2.0 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, ranked by store count. 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 Parent'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 believes 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 September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands, except per share amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

   Fuel revenue

$

1,146,866

 

 

$

855,585

 

 

$

3,053,383

 

 

$

2,433,254

 

   Fuel revenue – related party

 

718,372

 

 

 

609,022

 

 

 

1,948,864

 

 

 

1,787,503

 

   Other revenues, net

 

20,351

 

 

 

16,401

 

 

 

59,744

 

 

 

44,587

 

   Other revenues, net – related party

 

3,211

 

 

 

3,181

 

 

 

9,762

 

 

 

9,555

 

Total revenues

 

1,888,800

 

 

 

1,484,189

 

 

 

5,071,753

 

 

 

4,274,899

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

   Fuel costs

 

1,101,819

 

 

 

812,897

 

 

 

2,923,723

 

 

 

2,309,955

 

   Fuel costs – related party

 

706,886

 

 

 

597,831

 

 

 

1,914,955

 

 

 

1,754,463

 

Site operating expenses, including allocated expenses

 

28,496

 

 

 

25,359

 

 

 

84,210

 

 

 

72,765

 

General and administrative expenses, including
  allocated expenses

 

11,226

 

 

 

10,938

 

 

 

33,804

 

 

 

32,078

 

Depreciation and amortization, including allocated
  expenses

 

14,917

 

 

 

13,749

 

 

 

44,420

 

 

 

40,553

 

Total operating expenses

 

1,863,344

 

 

 

1,460,774

 

 

 

5,001,112

 

 

 

4,209,814

 

Other expenses (income), net

 

226

 

 

 

(1,154

)

 

 

1,778

 

 

 

923

 

Operating income

 

25,230

 

 

 

24,569

 

 

 

68,863

 

 

 

64,162

 

   Interest and other financial income, including
    allocated income

 

222

 

 

 

183

 

 

 

692

 

 

 

408

 

   Interest and other financial expenses, including
    allocated expenses

 

(7,622

)

 

 

(11,244

)

 

 

(24,293

)

 

 

(31,437

)

Income before income taxes

 

17,830

 

 

 

13,508

 

 

 

45,262

 

 

 

33,133

 

   Income tax expense

 

(4,491

)

 

 

(3,408

)

 

 

(11,605

)

 

 

(8,472

)

Net income

$

13,339

 

 

$

10,100

 

 

$

33,657

 

 

$

24,661

 

Net income per share – basic

$

0.28

 

 

$

0.29

 

 

$

0.74

 

 

$

0.70

 

Net income per share – diluted

$

0.28

 

 

$

0.29

 

 

$

0.74

 

 

$

0.70

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

  Basic

 

47,570

 

 

 

35,000

 

 

 

45,454

 

 

 

35,000

 

  Diluted

 

47,585

 

 

 

35,000

 

 

 

45,463

 

 

 

35,000

 

 

 


 

 

 

Condensed Consolidated Balance Sheets

 

 

(Unaudited)

 

 

September 30, 2026

 

 

December 31, 2025

 

 

(in thousands)

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

   Cash and cash equivalents

$

10,109

 

 

$

15,556

 

   Trade receivables, net

 

178,406

 

 

 

80,832

 

   Inventory

 

34,936

 

 

 

23,093

 

   Other current assets

 

46,172

 

 

 

43,054

 

Total current assets

 

269,623

 

 

 

162,535

 

Non-current assets:

 

 

 

 

 

   Property and equipment, net

 

271,971

 

 

 

262,743

 

   Right-of-use assets under operating leases

 

448,705

 

 

 

415,179

 

   Right-of-use assets under financing leases, net

 

65,581

 

 

 

62,739

 

   Goodwill

 

76,687

 

 

 

76,687

 

   Intangible assets, net

 

138,737

 

 

 

154,326

 

   Deferred tax asset

 

71,951

 

 

 

70,934

 

   Other non-current assets

 

73,979

 

 

 

68,331

 

Total assets

$

1,417,234

 

 

$

1,273,474

 

Liabilities

 

 

 

 

 

Current liabilities:

 

 

 

 

 

   Long-term debt, current portion

$

1,151

 

 

$

6,783

 

   Accounts payable

 

122,124

 

 

 

75,224

 

   Other current liabilities

 

72,491

 

 

 

53,586

 

   Operating leases, current portion

 

30,800

 

 

 

27,820

 

   Financing leases, current portion

 

2,372

 

 

 

2,095

 

Total current liabilities

 

228,938

 

 

 

165,508

 

Non-current liabilities:

 

 

 

 

 

   Long-term debt, net

 

187,730

 

 

 

385,247

 

   Asset retirement obligation

 

49,749

 

 

 

47,571

 

   Operating leases

 

472,305

 

 

 

431,364

 

   Financing leases

 

102,476

 

 

 

94,638

 

   Other non-current liabilities

 

128,177

 

 

 

113,031

 

Total liabilities

 

1,169,375

 

 

 

1,237,359

 

 

 

 

 

 

 

Total net investment

 

—

 

 

 

36,115

 

Total stockholders' equity

 

247,859

 

 

 

—

 

Total liabilities and stockholders' equity / total net investment

$

1,417,234

 

 

$

1,273,474

 

 

 


 

 

 

Condensed Consolidated Statements of Cash Flows

 

 

(Unaudited)

 

 

For the Three Months
Ended September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

13,339

 

 

$

10,100

 

 

$

33,657

 

 

$

24,661

 

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

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

14,917

 

 

 

13,749

 

 

 

44,420

 

 

 

40,553

 

Deferred income taxes

 

919

 

 

 

4,542

 

 

 

3,397

 

 

 

2,518

 

(Gain) loss on disposal of assets and impairment charges,
  net

 

(1,477

)

 

 

326

 

 

 

(651

)

 

 

2,618

 

Amortization of deferred financing costs

 

626

 

 

 

378

 

 

 

1,768

 

 

 

1,119

 

Amortization of deferred income

 

(2,589

)

 

 

(3,452

)

 

 

(7,442

)

 

 

(7,960

)

Amortization of prepaid to related party

 

743

 

 

 

1,022

 

 

 

2,246

 

 

 

3,137

 

Accretion of asset retirement obligation

 

289

 

 

 

305

 

 

 

931

 

 

 

836

 

Non-cash rent

 

325

 

 

 

708

 

 

 

766

 

 

 

2,180

 

Charges to allowance for credit losses

 

227

 

 

 

276

 

 

 

848

 

 

 

820

 

Share-based compensation

 

528

 

 

 

103

 

 

 

1,922

 

 

 

605

 

Fair value adjustment of financial assets and liabilities

 

—

 

 

 

(1,443

)

 

 

54

 

 

 

(1,272

)

Other operating activities, net

 

—

 

 

 

21

 

 

 

—

 

 

 

(191

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Increase in trade receivables

 

(36,585

)

 

 

(562

)

 

 

(98,422

)

 

 

(17,016

)

(Increase) decrease in inventory

 

(4,991

)

 

 

(1,414

)

 

 

(11,843

)

 

 

94

 

Decrease (increase) in other assets

 

194

 

 

 

(3,791

)

 

 

(11,265

)

 

 

(7,984

)

Decrease (increase) in related party assets

 

11,051

 

 

 

(1,384

)

 

 

3,675

 

 

 

(4,965

)

Increase in accounts payable

 

12,421

 

 

 

10,124

 

 

 

45,150

 

 

 

9,796

 

Increase (decrease) in other current liabilities

 

6,532

 

 

 

(9,255

)

 

 

18,743

 

 

 

(2,402

)

Decrease in asset retirement obligation

 

—

 

 

 

(187

)

 

 

(257

)

 

 

(479

)

Increase in non-current liabilities

 

5,116

 

 

 

4,856

 

 

 

10,874

 

 

 

16,504

 

Net cash provided by operating activities

 

21,585

 

 

 

25,022

 

 

 

38,571

 

 

 

63,172

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

(11,324

)

 

 

(3,540

)

 

 

(25,956

)

 

 

(16,978

)

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

 

5,028

 

 

 

—

 

 

 

8,484

 

 

 

—

 

Proceeds from sale of property and equipment

 

1,444

 

 

 

2,812

 

 

 

2,856

 

 

 

3,632

 

Net cash used in investing activities

 

(4,852

)

 

 

(728

)

 

 

(14,616

)

 

 

(13,346

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Receipt of long-term debt

 

4,000

 

 

 

—

 

 

 

4,000

 

 

 

4,871

 

Repayment of long-term debt

 

(590

)

 

 

(860

)

 

 

(210,564

)

 

 

(2,456

)

Repayment of related-party debt

 

(248

)

 

 

—

 

 

 

(578

)

 

 

—

 

Principal payments on financing leases

 

(564

)

 

 

(384

)

 

 

(1,600

)

 

 

(926

)

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

 

—

 

 

 

—

 

 

 

210,426

 

 

 

—

 

Payment of IPO costs

 

—

 

 

 

—

 

 

 

(2,163

)

 

 

—

 

Dividends paid on common stock

 

(23,785

)

 

 

—

 

 

 

(36,153

)

 

 

—

 

Pre-IPO net transfers (to) from ARKO Parent

 

—

 

 

 

(4,298

)

 

 

7,230

 

 

 

(43,663

)

Net cash used in financing activities

 

(21,187

)

 

 

(5,542

)

 

 

(29,402

)

 

 

(42,174

)

 


 

 

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

 

(4,454

)

 

 

18,752

 

 

 

(5,447

)

 

 

7,652

 

Cash and cash equivalents and restricted cash,
  beginning of period

 

14,563

 

 

 

14,241

 

 

 

15,556

 

 

 

25,341

 

Cash and cash equivalents and restricted cash, end of
  period

$

10,109

 

 

$

32,993

 

 

$

10,109

 

 

$

32,993

 

 

 


 

 

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 September 30,

 

 

For the Nine Months
Ended September 30,

 

 

For the Twelve-Months Ended

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

September 30, 2026

 

 

 

(in thousands)

 

Net income

 

$

13,339

 

 

$

10,100

 

 

$

33,657

 

 

$

24,661

 

 

$

41,723

 

Interest and other financing expenses, net

 

 

7,400

 

 

 

11,061

 

 

 

23,601

 

 

 

31,029

 

 

 

34,664

 

Income tax expense

 

 

4,491

 

 

 

3,408

 

 

 

11,605

 

 

 

8,472

 

 

 

12,245

 

Depreciation and amortization

 

 

14,917

 

 

 

13,749

 

 

 

44,420

 

 

 

40,553

 

 

 

58,595

 

EBITDA

 

 

40,147

 

 

 

38,318

 

 

 

113,283

 

 

 

104,715

 

 

 

147,227

 

Acquisition costs (a)

 

 

1,731

 

 

 

166

 

 

 

2,627

 

 

 

379

 

 

 

2,740

 

(Gain) loss on disposal of assets and
  impairment charges (b)

 

 

(1,477

)

 

 

326

 

 

 

(651

)

 

 

2,618

 

 

 

1,289

 

Share-based compensation expense (c)

 

 

528

 

 

 

103

 

 

 

1,922

 

 

 

605

 

 

 

2,314

 

Adjustment to contingent
  consideration (d)

 

 

—

 

 

 

(1,541

)

 

 

54

 

 

 

(1,816

)

 

 

(337

)

Taxes paid in arrears (e)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

178

 

IPO Costs (f)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

565

 

Other (g)

 

 

24

 

 

 

76

 

 

 

(98

)

 

 

136

 

 

 

37

 

Adjusted EBITDA

 

$

40,953

 

 

$

37,448

 

 

$

117,137

 

 

$

106,637

 

 

$

154,013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

21,585

 

 

$

25,022

 

 

$

38,571

 

 

$

63,172

 

 

 

 

Changes in operating assets and
  liabilities (h)

 

 

9,751

 

 

 

1,687

 

 

 

47,007

 

 

 

6,452

 

 

 

 

Maintenance capital expenditures (i)

 

 

(2,079

)

 

 

(1,902

)

 

 

(7,288

)

 

 

(4,163

)

 

 

 

Acquisition costs (a)

 

 

1,731

 

 

 

166

 

 

 

2,627

 

 

 

379

 

 

 

 

Amortization of deferred income, net of
  prepaid to related party

 

 

1,846

 

 

 

2,430

 

 

 

5,196

 

 

 

4,823

 

 

 

 

Charges to allowance for credit losses

 

 

(227

)

 

 

(276

)

 

 

(848

)

 

 

(820

)

 

 

 

Non-cash rent expense (j)

 

 

(325

)

 

 

(708

)

 

 

(766

)

 

 

(2,180

)

 

 

 

Other (k)

 

 

24

 

 

 

66

 

 

 

(97

)

 

 

127

 

 

 

 

Discretionary Cash Flow

 

$

32,306

 

 

$

26,485

 

 

$

84,402

 

 

$

67,790

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

40,953

 

 

$

37,448

 

 

$

117,137

 

 

$

106,637

 

 

 

 

Cash received for interest

 

 

222

 

 

 

184

 

 

 

692

 

 

 

409

 

 

 

 

Cash paid for interest and allocated
  interest

 

 

(6,690

)

 

 

(10,378

)

 

 

(21,589

)

 

 

(29,139

)

 

 

 

Cash paid for taxes, net of refunds

 

 

(100

)

 

 

1,133

 

 

 

(4,550

)

 

 

(5,954

)

 

 

 

Maintenance capital expenditures (i)

 

 

(2,079

)

 

 

(1,902

)

 

 

(7,288

)

 

 

(4,163

)

 

 

 

Discretionary Cash Flow

 

$

32,306

 

 

$

26,485

 

 

$

84,402

 

 

$

67,790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 (gain) from the sale or disposal of property and equipment, the loss (gain) 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 $3.5 million, $0.1 million, $3.7 million and $0 for the three and nine months ended September 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 September 30,
2026

 

 

As of December 31, 2025

 

 

 

(in thousands, except ratios)

 

Total debt, net

 

$

188,881

 

 

$

392,030

 

Financing leases

 

 

104,848

 

 

 

96,733

 

Financial liabilities

 

 

54,818

 

 

 

53,365

 

Cash and cash equivalents

 

 

(10,109

)

 

 

(15,556

)

Net Debt

 

$

338,438

 

 

$

526,572

 

Ratio of total debt, net to net income

 

 

4.5

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 September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

957,611

 

 

$

725,990

 

 

$

2,549,162

 

 

$

2,052,153

 

Other revenues, net

 

17,223

 

 

 

13,697

 

 

 

50,737

 

 

 

36,550

 

Other revenues, net – related party

 

347

 

 

 

—

 

 

 

1,276

 

 

 

—

 

Total revenues

 

975,181

 

 

 

739,687

 

 

 

2,601,175

 

 

 

2,088,703

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

930,891

 

 

 

700,922

 

 

 

2,473,230

 

 

 

1,981,649

 

Site operating expenses, including allocated
  expenses

 

18,467

 

 

 

14,637

 

 

 

54,227

 

 

 

41,054

 

Total operating expenses

 

949,358

 

 

 

715,559

 

 

 

2,527,457

 

 

 

2,022,703

 

Operating income

$

25,823

 

 

$

24,128

 

 

$

73,718

 

 

$

66,000

 

 

 

 

 

 

 

 

 

 

 

 

 

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 September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue

$

183,553

 

 

$

122,692

 

 

$

486,195

 

 

$

359,219

 

Other revenues, net

 

2,888

 

 

 

2,240

 

 

 

8,034

 

 

 

6,603

 

Total revenues

 

186,441

 

 

 

124,932

 

 

 

494,229

 

 

 

365,822

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs 1

 

165,940

 

 

 

105,952

 

 

 

434,752

 

 

 

309,409

 

Site operating expenses

 

7,207

 

 

 

6,769

 

 

 

20,941

 

 

 

20,131

 

Total operating expenses

 

173,147

 

 

 

112,721

 

 

 

455,693

 

 

 

329,540

 

Operating income

$

13,294

 

 

$

12,211

 

 

$

38,536

 

 

$

36,282

 

 

 

 

 

 

 

 

 

 

 

 

 

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 September 30,

 

 

For the Nine Months
Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Fuel revenue 1 – inter-segment

$

1,084,411

 

 

$

681,767

 

 

$

2,846,784

 

 

$

1,925,105

 

Fuel revenue 1 – related party

 

718,372

 

 

 

609,022

 

 

 

1,948,864

 

 

 

1,787,503

 

Fuel revenue – third party customers

 

—

 

 

 

—

 

 

 

—

 

 

 

849

 

Other revenues, net

 

50

 

 

 

194

 

 

 

268

 

 

 

540

 

Other revenues, net 1 – inter-segment

 

—

 

 

 

2,122

 

 

 

767

 

 

 

6,330

 

 


 

 

Other revenues, net 1 – related party

 

754

 

 

 

686

 

 

 

2,252

 

 

 

2,007

 

Total revenues

 

1,803,587

 

 

 

1,293,791

 

 

 

4,798,935

 

 

 

3,722,334

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Fuel costs – inter-segment

 

1,067,409

 

 

 

668,997

 

 

 

2,797,822

 

 

 

1,888,858

 

Fuel costs – related party

 

706,886

 

 

 

597,831

 

 

 

1,914,955

 

 

 

1,754,463

 

Fuel costs – third party customers

 

—

 

 

 

—

 

 

 

—

 

 

 

848

 

General and administrative expenses

 

550

 

 

 

816

 

 

 

1,605

 

 

 

2,464

 

Depreciation and amortization

 

1,812

 

 

 

1,839

 

 

 

5,437

 

 

 

5,519

 

Total operating expenses

 

1,776,657

 

 

 

1,269,483

 

 

 

4,719,819

 

 

 

3,652,152

 

Operating income

$

26,930

 

 

$

24,308

 

 

$

79,116

 

 

$

70,182

 

 

 

 

 

 

 

 

 

 

 

 

 

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