Form 8-K

8-K — ARKO Petroleum Corp.

Accession: 0001193125-26-447170

Filed: 2026-11-04

Period: 2026-11-04

CIK: 0002080921

SIC: 5172 (WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS))

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — apc-20261104.htm (Primary)

EX-99.1 (apc-ex99_1.htm)

GRAPHIC (img225627698_0.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: apc-20261104.htm · Sequence: 1

8-K

false000208092100020809212026-11-042026-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2026

ARKO Petroleum Corp.

(Exact Name of registrant as specified in its charter)

Delaware

001-43121

39-3168808

(State of Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

8565 Magellan Parkway

Suite 400

Richmond, Virginia

23227-1150

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 730-1568

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

APC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 4, 2026, ARKO Petroleum Corp., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release issued by ARKO Petroleum Corp. on November 4, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARKO Petroleum Corp.

Date:

November 4, 2026

By:

/s/ Arie Kotler

Name:

Title:

Arie Kotler

Chairman of the Board, President and Chief Executive Officer

EX-99.1

Filename: apc-ex99_1.htm · Sequence: 2

EX-99.1

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

ARKO Retail Sites converted to dealer locations

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

Closed or divested sites

—

)

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

—

ARKO Retail Sites converted to dealer locations

(17

)

(65

)

(79

)

(194

)

Sites closed, divested or converted to rental

)

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

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

)

(1,272

)

Other operating activities, net

—

(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

)

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

)

(1,816

)

(337

)

Taxes paid in arrears (e)

—

178

IPO Costs (f)

—

565

Other (g)

(98

)

136

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)

(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

12.0

Ratio of Net Debt to Adjusted EBITDA

2.2

3.7

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

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.

GRAPHIC

Filename: img225627698_0.gif · Sequence: 3

Binary file (36091 bytes)

Download img225627698_0.gif

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.3

Document And Entity Information

Nov. 04, 2026

Document Information [Line Items]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Nov. 04, 2026

Entity Registrant Name

ARKO Petroleum Corp.

Entity Central Index Key

0002080921

Entity Emerging Growth Company

false

Entity File Number

001-43121

Entity Incorporation, State or Country Code

Entity Tax Identification Number

39-3168808

Entity Address, Address Line One

8565 Magellan Parkway

Entity Address, Address Line Two

Suite 400

Entity Address, City or Town

Richmond

Entity Address, State or Province

Entity Address, Postal Zip Code

23227-1150

City Area Code

(804)

Local Phone Number

730-1568

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class A common stock, par value $0.0001 per share

Trading Symbol

APC

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration