APC 8-K

ARKO Petroleum Corp. (APC)

8-K 2026-02-25 For: 2026-02-25

View Original

Added on April 10, 2026


Delaware	001-43121	39-3168808
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8565 Magellan Pkwy Suite 400
Richmond, Virginia		23227-1150
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	APC	The Nasdaq Stock Market


Exhibit Number		Description
99.1		Press Release issued by ARKO Corp. on February 25, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


			ARKO Petroleum Corp.

Date:	February 25, 2026	By:	/s/ Arie Kotler
		Name: Title:	Arie Kotler President, Chief Executive Officer and Chairman of the Board


	For the Three Months Ended December 31,						For the Year Ended December 31,
	2025			2024			2025			2024
	(in thousands)
Fuel gallons sold		218,739			258,856			922,726			1,080,990
Same store fuel gallons sold decrease (%) 1		(4.1	%)		(4.4	%)		(5.4	%)		(6.1	%)
Fuel contribution 2	$	97,436		$	100,212		$	394,708		$	428,216
Fuel margin, cents per gallon 3		44.5			38.7			42.8			39.6
Same store fuel contribution 1,2	$	95,409		$	88,535		$	384,986		$	383,453
Same store merchandise sales decrease (%) 1		(3.0	%)		(4.3	%)		(4.1	%)		(5.4	%)
Same store merchandise sales excluding cigarettes decrease (%) 1		(1.8	%)		(2.1	%)		(2.7	%)		(3.8	%)
Merchandise revenue	$	338,116		$	408,826		$	1,482,454		$	1,767,345
Merchandise contribution 4	$	116,247		$	134,873		$	499,781		$	579,569
Merchandise margin 5		34.4	%		33.0	%		33.7	%		32.8	%
Same store merchandise contribution 1,4	$	113,773		$	114,058		$	486,069		$	497,325
Same store site operating expenses 1	$	153,411		$	152,528		$	657,534		$	657,394

1 Same store is a common metric used in the convenience store industry. The Company considers a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to Use of Non-GAAP Measures below for discussion of this measure.
2 Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.
3 Calculated as fuel contribution divided by fuel gallons sold.
4 Calculated as merchandise revenue less merchandise costs.
5 Calculated as merchandise contribution divided by merchandise revenue.

APC 8-K

FORM 8-K

Item 9.01 Financial Statements and Exhibits.


	For the Three Months Ended December 31,						For the Year Ended December 31,
Retail Segment	2025			2024			2025			2024
Number of sites at beginning of period		1,182			1,491			1,389			1,543
Acquired sites		—			—			—			21
Newly opened or reopened sites		—			1			3			3
Company-controlled sites converted to
consignment or fuel supply locations, net		(62	)		(102	)		(256	)		(153	)
Sites closed, divested or converted to rentals		(2	)		(1	)		(18	)		(25	)
Number of sites at end of period		1,118			1,389			1,118			1,389


	For the Three Months Ended December 31,						For the Year Ended December 31,
Wholesale Segment 1	2025			2024			2025			2024
Number of sites at beginning of period		2,053			1,832			1,922			1,825
Newly opened or reopened sites 2		10			9			26			39
Consignment or fuel supply locations converted
from Company-controlled sites, net		62			102			256			153
Closed or divested sites		(26	)		(21	)		(105	)		(95	)
Number of sites at end of period		2,099			1,922			2,099			1,922

1 Excludes bulk and spot purchasers.
2 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.


	For the Three Months Ended December 31,					For the Year Ended December 31,
Fleet Fueling Segment	2025		2024			2025			2024
Number of sites at beginning of period		288		281			280			298
Acquired sites		2		—			2			-
Newly opened or reopened sites		5		—			16			1
Closed or divested sites		—		(1	)		(3	)		(19	)
Number of sites at end of period		295		280			295			280


	Consolidated Statements of Operations
	For the Three Months Ended December 31,						For the Year Ended December 31,
	2025			2024			2025			2024
	(in thousands)
Revenues:
Fuel revenue	$	1,422,486		$	1,556,185		$	6,038,934		$	6,858,919
Merchandise revenue		338,116			408,826			1,482,454			1,767,345
Other revenues, net		33,612			27,098			122,083			105,698
Total revenues		1,794,214			1,992,109			7,643,471			8,731,962
Operating expenses:
Fuel costs		1,284,057			1,416,234			5,479,934			6,271,696
Merchandise costs		221,869			273,953			982,673			1,187,776
Site operating expenses		184,436			209,906			785,361			875,272
General and administrative expenses		43,308			39,690			165,711			162,920
Depreciation and amortization		33,018			33,989			134,451			132,414
Total operating expenses		1,766,688			1,973,772			7,548,130			8,630,078
Other expenses (income), net		6,074			3,962			(6,961	)		7,858
Operating income		21,452			14,375			102,302			94,026
Interest and other financial income		3,134			4,229			19,531			30,591
Interest and other financial expenses		(22,944	)		(23,942	)		(92,855	)		(97,752	)
Income (loss) before income taxes		1,642			(5,338	)		28,978			26,865
Income tax benefit (expense)		204			2,995			(6,342	)		(6,144	)
Income from equity investment		13			45			108			124
Net income (loss)	$	1,859		$	(2,298	)	$	22,744		$	20,845
Less: Net income attributable to non-controlling interests		—			—			—			—
Net income (loss) attributable to ARKO Corp.	$	1,859		$	(2,298	)	$	22,744		$	20,845
Series A redeemable preferred stock dividends		(1,449	)		(1,445	)		(5,750	)		(5,750	)
Net income (loss) attributable to common shareholders	$	410		$	(3,743	)	$	16,994		$	15,095
Net income (loss) per share attributable to common shareholders - basic	$	0.00		$	(0.03	)	$	0.15		$	0.13
Net income (loss) per share attributable to common shareholders - diluted	$	0.00		$	(0.03	)	$	0.15		$	0.13
Weighted average shares outstanding:
Basic		110,681			115,771			113,312			116,139
Diluted		113,457			115,771			114,976			116,949


	Consolidated Balance Sheets
	December 31, 2025			December 31, 2024
	(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	305,004		$	261,758
Restricted cash		18,710			30,650
Short-term investments		6,465			5,330
Trade receivables, net		87,331			95,832
Inventory		190,707			231,225
Other current assets		109,520			97,413
Total current assets		717,737			722,208
Non-current assets:
Property and equipment, net		739,570			747,548
Right-of-use assets under operating leases		1,340,450			1,386,244
Right-of-use assets under financing leases, net		144,601			157,999
Goodwill		299,973			299,973
Intangible assets, net		160,136			182,355
Equity investment		3,117			3,009
Deferred tax asset		62,625			67,689
Other non-current assets		66,603			53,633
Total assets	$	3,534,812		$	3,620,658
Liabilities
Current liabilities:
Long-term debt, current portion	$	36,676		$	12,944
Accounts payable		156,616			190,212
Other current liabilities		148,340			159,239
Operating leases, current portion		78,162			71,580
Financing leases, current portion		13,239			11,515
Total current liabilities		433,033			445,490
Non-current liabilities:
Long-term debt, net		875,469			868,055
Asset retirement obligation		89,304			87,375
Operating leases		1,374,101			1,408,293
Financing leases		199,691			211,051
Other non-current liabilities		195,975			223,528
Total liabilities		3,167,573			3,243,792

Series A redeemable preferred stock		100,000			100,000

Shareholders' equity:
Common stock		11			12
Treasury stock		(134,293	)		(106,123	)
Additional paid-in capital		291,853			276,681
Accumulated other comprehensive income		9,119			9,119
Retained earnings		100,549			97,177
Total shareholders' equity		267,239			276,866
Total liabilities, redeemable preferred stock and shareholders' equity	$	3,534,812		$	3,620,658


	Consolidated Statements of Cash Flows
	For the Three Months Ended December 31,						For the Year Ended December 31,
	2025			2024			2025			2024
	(in thousands)
Cash flows from operating activities:
Net income (loss)	$	1,859		$	(2,298	)	$	22,744		$	20,845
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		33,018			33,989			134,451			132,414
Deferred income taxes		(559	)		(9,136	)		5,064			(12,796	)
Loss on disposal of assets and impairment charges		3,145			1,661			8,631			6,798
Gain from sale-leaseback		—			—			(20,777	)		—
Foreign currency (gain) loss		(10	)		(6	)		(86	)		35
Gain from issuance of shares as payment of deferred consideration related to business acquisition		—			—			—			(2,681	)
Gain from settlement related to business acquisition		—			—			—			(6,356	)
Amortization of deferred financing costs and debt discount		749			669			2,856			2,669
Amortization of deferred income		(6,414	)		(4,351	)		(21,758	)		(14,477	)
Accretion of asset retirement obligation		652			661			2,529			2,532
Non-cash rent		2,727			3,530			12,132			14,335
Charges to allowance for credit losses		(64	)		112			755			845
Income from equity investment		(13	)		(45	)		(108	)		(124	)
Share-based compensation		4,294			4,077			15,172			12,339
Fair value adjustment of financial assets and liabilities		(586	)		(222	)		(9,695	)		(10,985	)
Other operating activities, net		(790	)		(627	)		(981	)		125
Changes in assets and liabilities:
Decrease in trade receivables		25,076			21,946			7,746			38,058
Decrease in inventory		12,409			5,262			40,627			22,689
(Increase) decrease in other assets		(5,367	)		(16	)		(14,907	)		13,893
Decrease in accounts payable		(24,470	)		(18,032	)		(33,976	)		(24,169	)
(Decrease) increase in other current liabilities		(8,262	)		(20,664	)		8,280			(2,820	)
Decrease in asset retirement obligation		—			(634	)		(604	)		(917	)
Increase in non-current liabilities		7,182			6,852			34,490			29,606
Net cash provided by operating activities		44,576			22,728			192,585			221,858
Cash flows from investing activities:
Purchase of property and equipment		(29,645	)		(36,133	)		(127,286	)		(113,914	)
Purchase of intangible assets		(83	)		—			(83	)		—
Proceeds from sale of property and equipment		3,330			2,196			7,198			53,549
Business and asset acquisitions, net of cash		(242	)		—			(242	)		(54,549	)
Loans to equity investment, net		573			14			621			56
Net cash used in investing activities		(26,067	)		(33,923	)		(119,792	)		(114,858	)
Cash flows from financing activities:
Receipt of long-term debt, net		1,536			—			38,838			47,556
Repayment of debt		(5,478	)		(5,794	)		(24,102	)		(26,357	)
Principal payments on financing leases		(1,389	)		(1,360	)		(5,704	)		(4,940	)
Early settlement of deferred consideration related to business acquisition		—			—			—			(17,155	)


Payment of Additional Consideration		(3,210	)		(3,354	)		(3,210	)		(3,354	)
Common stock repurchased		(7,191	)		—			(27,964	)		(31,989	)
Dividends paid on common stock		(3,334	)		(3,473	)		(13,622	)		(14,015	)
Dividends paid on redeemable preferred stock		(1,449	)		(1,445	)		(5,750	)		(5,750	)
Net cash used in financing activities		(20,515	)		(15,426	)		(41,514	)		(56,004	)
Net (decrease) increase in cash and cash equivalents and restricted cash		(2,006	)		(26,621	)		31,279			50,996
Effect of exchange rate on cash and cash equivalents and restricted cash		(9	)		18			27			(9	)
Cash and cash equivalents and restricted cash, beginning of period		325,729			319,011			292,408			241,421
Cash and cash equivalents and restricted cash, end of period	$	323,714		$	292,408		$	323,714		$	292,408


	Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA
	For the Three Months Ended December 31,						For the Year Ended December 31,
	2025			2024			2025			2024
	(in thousands)
Net income (loss), including net income attributable to non-controlling interests	$	1,859		$	(2,298	)	$	22,744		$	20,845
Interest and other financing expenses, net		19,810			19,713			73,324			67,161
Income tax (benefit) expense		(204	)		(2,995	)		6,342			6,144
Depreciation and amortization		33,018			33,989			134,451			132,414
EBITDA		54,483			48,409			236,861			226,564
Acquisition and divestiture costs (a)		2,804			1,249			6,545			5,168
APC IPO costs (b)		541			—			1,897			—
Loss (gain) on disposal of assets and impairment charges (c)		3,145			1,661			(12,146	)		6,798
Share-based compensation expense (d)		4,294			4,077			15,172			12,339
Income from equity investment (e)		(13	)		(45	)		(108	)		(124	)
Taxes paid (received) in arrears (f)		235			—			305			(1,427	)
Adjustment to contingent consideration (g)		(391	)		978			(2,207	)		(20	)
Expenses related to wage and hour claim settlement (h)		466			—			2,517			—
Other (i)		135			519			(183	)		(438	)
Adjusted EBITDA	$	65,699		$	56,848		$	248,653		$	248,860

Additional information
Non-cash rent expense (j)		2,727			3,530			12,132			14,335

(a) Eliminates costs incurred that are directly attributable to business acquisitions and divestitures (including conversion of retail stores to dealer locations) and salaries of employees whose primary job function is to execute the Company's acquisition and divestiture strategy and facilitate integration of acquired operations.
(b) Eliminates one-time costs incurred related to the APC IPO, which closed on February 13, 2026.
(c) Eliminates the non-cash loss from the sale or disposal of property and equipment, the loss recognized upon the sale of related leased assets, and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites, and a $20.8 million gain related to the expiration in the second quarter of 2025 of a real estate purchase option acquired in 2021 that was accounted for as a sale-leaseback.
(d) Eliminates non-cash share-based compensation expense related to the equity incentive program in place to incentivize, retain, and motivate the Company's employees and members of the Board.
(e) Eliminates the Company's share of income attributable to its unconsolidated equity investment.
(f) Eliminates the payment (receipt) of historical fuel, franchise and other tax amounts for multiple prior periods.
(g) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the 2020 Empire acquisition.
(h) Eliminates non-recurring expenses accrued in net income related to a wage and hour collective action settlement.
(i) Eliminates other unusual or non-recurring items that the Company does not consider to be meaningful in assessing operating performance.
(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.