ARKO Petroleum Corp 10-Q for FY2026 Q1

ARKO Petroleum Corp. (APC)

10-Q 2026-05-11 For: 2026-03-31

Added on May 11, 2026

About this 10-Q

ARKO Petroleum Corp filed this 10-Q on May 11, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.34B; down 0.2% from $1.35B a year earlier
Net income: $8.08M; up 78.3% from net income of $4.53M a year earlier
Diluted EPS: $0.20; up 53.8% from $0.13 a year earlier

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Delaware		85-2784337
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)


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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A common stock, $0.0001 par value per share	APC	Nasdaq Capital Market


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	5
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)	6
	Condensed Consolidated Statements of Changes in Equity / Net Investment for the three months ended March 31, 2026 and 2025 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities, and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
Signatures		47


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	21,669	$	15,556
Restricted cash		736		—
Trade receivables, net		151,493		80,832
Inventory		30,090		23,093
Other current assets		47,122		43,054
Total current assets		251,110		162,535
Non-current assets:
Property and equipment, net		265,882		262,743
Right-of-use assets under operating leases		423,694		415,179
Right-of-use assets under financing leases, net		61,809		62,739
Goodwill		76,687		76,687
Intangible assets, net		149,107		154,326
Deferred tax asset		73,270		70,934
Other non-current assets		70,779		68,331
Total assets	$	1,372,338	$	1,273,474
Liabilities
Current liabilities:
Long-term debt, current portion	$	1,461	$	6,783
Accounts payable		121,904		75,224
Other current liabilities		84,320		53,586
Operating leases, current portion		29,570		27,820
Financing leases, current portion		2,183		2,095
Total current liabilities		239,438		165,508
Non-current liabilities:
Long-term debt, net		183,080		385,247
Asset retirement obligation		49,429		47,571
Operating leases		444,156		431,364
Financing leases		94,101		94,638
Other non-current liabilities		117,639		113,031
Total liabilities		1,127,843		1,237,359
Commitments and contingencies — see Note 11
Stockholders' equity / total net investment:
Class A common stock ($0.0001 par value) – authorized: 400,000,000 shares; issued and outstanding: 12,570,223 and 0 shares, respectively		1		—
Class B common stock ($0.0001 par value) – authorized: 200,000,000 shares; issued and outstanding: 35,000,000 and 0 shares, respectively		—		—
Common stock ($0.0001 par value) – 0 and 1,000 authorized, issued and outstanding, respectively		—		—
ARKO Parent's net investment		—		36,115
Additional paid-in capital		244,494		—
Retained earnings		—		—
Total net investment		—		36,115
Total stockholders' equity		244,495		—
Total liabilities and stockholders' equity / total net investment	$	1,372,338	$	1,273,474


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	For the Three Months Ended March 31,
	2026			2025
Revenues:
Fuel revenue 1	$	807,598		$	756,798
Fuel revenue – related party 2		514,484			574,416
Other revenues, net		19,102			12,957
Other revenues, net – related party		3,181			3,155
Total revenues		1,344,365			1,347,326
Operating expenses:
Fuel costs 1		767,142			720,211
Fuel costs – related party 2		503,519			563,833
Site operating expenses, including allocated expenses		26,928			22,017
General and administrative expenses, including allocated expenses		10,814			10,748
Depreciation and amortization, including allocated expenses		14,787			13,503
Total operating expenses		1,323,190			1,330,312
Other expenses, net		1,063			1,195
Operating income		20,112			15,819
Interest and other financial income, including allocated income		209			138
Interest and other financial expenses, including allocated expenses		(9,236	)		(9,750	)
Income before income taxes		11,085			6,207
Income tax expense		(3,003	)		(1,674	)
Net income	$	8,082		$	4,533
Net income per share – basic and diluted	$	0.20		$	0.13
Weighted average shares outstanding:
Basic and diluted		41,104			35,000
Supplemental information:
1 Includes excise tax of:	$	141,050		$	138,318
2 Includes excise tax of:		99,568			115,388


	Common stock					Class A common stock				Class B common stock
	Shares			Par Value		Shares		Par Value		Shares		Par Value		Parent's Net Investment			Additional paid-in capital			Retained Earnings			Total stockholders' equity
Balance at January 1, 2026		1,000		$	—		—	$	—		—	$	—	$	36,115		$	—		$	—		$	36,115
Net transfers from ARKO Parent		—			—		—		—		—		—		5,657			—			—			5,657
Net income		—			—		—		—		—		—		4,331			—			3,751			8,082
Share-based compensation		—			—		—		—		—		—		—			234			—			234
Conversion of common stock to Class B common stock		(1,000	)		—		—		—		35,000,000		—		(46,103	)		46,103			—			—
Issuance of Class A common stock in IPO		—			—		12,570,223		1		—		—		—			206,774			—			206,775
Dividends declared (26 cents per share)		—			—		—		—		—		—		—			(8,617	)		(3,751	)		(12,368	)
Balance at March 31, 2026		—		$	—		12,570,223	$	1		35,000,000	$	—	$	—		$	244,494		$	—		$	244,495


	Total Net Investment
Balance at January 1, 2025	$	65,570
Net transfers to ARKO Parent		(6,655	)
Net income		4,533
Balance at March 31, 2025	$	63,448


	March 31, 2026			December 31, 2025
	(in thousands)
ARKO Parent Notes	$	14,785		$	—
M&T debt attributable to the Business		—			14,624
Capital One Line of Credit		169,286			377,406
Insurance premium notes		470			—
Total debt, net	$	184,541		$	392,030
Less current portion of ARKO Parent Notes		(991	)		—
Less current portion of other long-term debt		(470	)		(6,783	)
Total long-term debt, net	$	183,080		$	385,247


	APC PSUs			Weighted Average Grant Date Fair Value per Share (1)
	(in thousands)
Nonvested APC PSUs, December 31, 2025		—		$	—
Granted		120			18.72
Performance-based share adjustment		(35	)		18.72
Nonvested APC PSUs, March 31, 2026		85		$	18.72


	ARKO RSUs and PSUs			Weighted Average Grant Date Fair Value per Share
	(in thousands)
Nonvested ARKO RSUs and PSUs, December 31, 2025		406		$	6.46
Granted		146			6.43
Released		(79	)		7.41
Nonvested ARKO RSUs and PSUs, March 31, 2026		473		$	6.29


	Wholesale		Fleet Fueling		GPMP			All Other		Total
For the Three Months Ended March 31, 2026	(in thousands)
Revenues
Fuel revenue	$	673,855	$	127,299	$	—		$	6,444	$	807,598
Fuel revenue – related party		—		—		514,484			—		514,484
Other revenues, net		16,530		2,241		171			160		19,102
Other revenues, net – related party		524		—		714			1,943		3,181
Total revenues from external customers	$	690,909	$	129,540	$	515,369		$	8,547	$	1,344,365
Inter-segment revenues	$	—	$	—	$	723,251		$	3,142	$	726,393

Fuel costs	$	650,964	$	110,554	$	—
Fuel costs – related party						503,519
Fuel costs – inter-segment						707,163
Credit card fees		1,522		1,410
Rent, including allocated expenses		12,952		2,972
Repairs and maintenance		1,267		990
Other segment expenses		1,192		1,659		2,322			11,545
Operating income from segments	$	23,012	$	11,955	$	25,616		$	144	$	60,727
Interest and other financial expenses, net					$	(5,521	)			$	(5,521	)


	For the Three Months Ended March 31,
Wholesale Segment 1	2026			2025
Number of sites at beginning of period		2,099			1,922
Newly opened or reopened sites 2		11			6
ARKO Retail Sites converted to consignment or fuel supply locations		41			59
Closed or divested sites		(25	)		(26	)
Number of sites at end of period		2,126			1,961


	For the Three Months Ended March 31,
	2026			2025
Cash flows from operating activities:
Net income	$	8,082		$	4,533
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		14,787			13,503
Deferred income taxes		395			(1,869	)
Loss on disposal of assets and impairment charges, net		455			1,170
Amortization of deferred financing costs		512			372
Amortization of deferred income		(2,407	)		(2,144	)
Amortization of prepaid to related party		764			1,084
Accretion of asset retirement obligation		330			249
Non-cash rent		176			726
Charges to allowance for credit losses		279			206
Share-based compensation		348			262
Fair value adjustment of financial assets and liabilities		—			31
Other operating activities, net		—			20
Changes in assets and liabilities:
Increase in trade receivables		(70,940	)		(14,320	)
(Increase) decrease in inventory		(6,997	)		743
Increase in other assets		(4,943	)		(145	)
Increase in related party assets		(3,323	)		(2,996	)
Increase in accounts payable		46,680			5,010
Increase in other current liabilities		19,567			1,723
Decrease in asset retirement obligation		(172	)		(292	)
Increase in non-current liabilities		2,965			7,056
Net cash provided by operating activities	$	6,558		$	14,922


	For the Three Months Ended March 31,						For the Twelve-Months Ended
	2026			2025			March 31, 2026
	(in thousands)
Net income	$	8,082		$	4,533		$	36,276
Interest and other financing expenses, net		9,027			9,612			41,507
Income tax expense		3,003			1,674			10,441
Depreciation and amortization		14,787			13,503			56,012
EBITDA		34,899			29,322			144,236
Acquisition costs (a)		656			107			1,041
Loss on disposal of assets and impairment charges (b)		455			1,170			3,843
Share-based compensation expense (c)		348			262			1,083
Adjustment to contingent consideration (d)		—			(66	)		(2,141	)
Taxes paid in arrears (e)		—			—			178
IPO Costs (f)		—			—			565
Other (g)		4			91			184
Adjusted EBITDA	$	36,362		$	30,886		$	148,989

Net cash provided by operating activities	$	6,558		$	14,922
Changes in operating assets and liabilities (h)		19,149			3,196
Maintenance capital expenditures (i)		(2,525	)		(1,318	)
Acquisition costs (a)		656			107
Amortization of deferred income, net of prepaid to related party		1,643			1,060
Charges to allowance for credit losses		(279	)		(206	)
Non-cash rent expense (j)		(176	)		(726	)
Other (k)		(6	)		87
Discretionary Cash Flow	$	25,020		$	17,122

Adjusted EBITDA	$	36,362		$	30,886
Cash received for interest		209			138
Cash paid for interest and allocated interest		(8,386	)		(9,040	)
Cash paid for taxes		(640	)		(3,544	)
Maintenance capital expenditures (i)		(2,525	)		(1,318	)
Discretionary Cash Flow	$	25,020		$	17,122


Exhibit 32.1**		Certification by Arie Kotler, Chairman of the Board, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended March 31, 2026.

Exhibit 32.2**		Certification by Jordan Mann, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended March 31, 2026.

101		The following financial statements from the Company’s Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Changes in Equity/Net Investment, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.

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


Date: May 11, 2026		ARKO Petroleum Corp.

	By:	/s/ Jordan Mann
	Name:	Jordan Mann
	Title:	Chief Financial Officer (on behalf of the Registrant and as Principal Financial and Accounting Officer)


	For the Three Months Ended March 31,
Fleet Fueling Segment	2026			2025
Number of sites at beginning of period		295			280
Newly opened or reopened sites		1			1
Closed or divested sites		(4	)		(1	)
Number of sites at end of period		292			280


	For the Three Months Ended March 31,
GPMP Segment – related party sites (ARKO Retail Sites)	2026			2025
Number of sites at beginning of period		1,095			1,356
Newly opened or reopened sites		2			1
ARKO Retail Sites converted to consignment or fuel supply locations		(41	)		(59	)
Sites closed, divested or converted to rentals		—			(2	)
Number of sites at end of period		1,056			1,296


	As of March 31, 2026			As of December 31, 2025
	(in thousands, except ratios)
Total debt, net	$	184,541		$	392,030
Financing leases		96,284			96,733
Financial liabilities		54,349			53,365
Cash and cash equivalents		(21,669	)		(15,556	)
Net Debt	$	313,505		$	526,572
Ratio of total debt, net to net income		5.1	x		12.0	x
Ratio of Net Debt to Adjusted EBITDA		2.1	x		3.7	x


	For the Three Months Ended March 31,
	2026			2025
	(in thousands)
Net cash provided by (used in):
Operating activities	$	6,558		$	14,922
Investing activities		(5,814	)		(6,721	)
Financing activities		6,105			(8,410	)
Total	$	6,849		$	(209	)


Exhibit 10.1+		Second Amendment to Second Amended and Restated Credit Agreement, dated as of January 13, 2026, by and among GPM Petroleum LP, the guarantors party thereto, Capital One, National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.23 to the ARKO Corp. Annual Report on Form 10-K, filed on February 25, 2026).

Exhibit 10.2#		Management Services Agreement, dated as of February 13, 2026, by and between ARKO Corp. and ARKO Petroleum Corp. (incorporated herein by reference to Exhibit 10.6 to ARKO Petroleum Corp.’s registration statement on Form S-1 (File No. 333-292265), filed on January 20, 2026).

Exhibit 10.3		Amended and Restated Omnibus Agreement, dated as of February 13, 2026, by and among ARKO Petroleum Corp., ARKO Corp., GPM Petroleum LP, GPM Petroleum GP, LLC, GPM Petroleum, LLC, GPM Empire, LLC and GPM Investments, LLC (incorporated herein by reference to Exhibit 10.7 to ARKO Petroleum Corp.’s registration statement on Form S-1 (File No. 333-292265), filed on January 20, 2026).

Exhibit 10.4		Employee and Intercompany Matters Agreement, dated as of February 13, 2026, by and among ARKO Corp., Arko Convenience Stores, LLC, GPM Investments, LLC, ARKO Petroleum Corp. and certain subsidiaries and affiliates of ARKO Petroleum Corp. (incorporated herein by reference to Exhibit 10.8 to ARKO Petroleum Corp.’s registration statement on Form S-1 (File No. 333-292265), filed on January 20, 2026).

Exhibit 10.5		Third Amended, Restated and Consolidated Fuel Distribution Agreement, dated as of February 13, 2026, by and among GPM Petroleum, LLC, GPM Empire, LLC, and GPM Investments, LLC (incorporated herein by reference to Exhibit 10.9 to ARKO Petroleum Corp.’s registration statement on Form S-1 (File No. 333-292265), filed on January 20, 2026).

Exhibit 10.6		Tax Matters Agreement, dated as of February 13, 2026, by and between ARKO Corp. and ARKO Petroleum Corp. (incorporated herein by reference to Exhibit 10.10 to ARKO Petroleum Corp.’s registration statement on Form S-1 (File No. 333-292265), filed on February 6, 2026).

Exhibit 10.7		Registration Rights Agreement, dated as of February 13, 2026, by and among ARKO Petroleum Corp., Arko Convenience Stores, LLC and ARKO Corp. (incorporated herein by reference to Exhibit 10.11 to ARKO Petroleum Corp.’s registration statement on Form S-1 (File No. 333-292265), filed on February 6, 2026).

Exhibit 10.8		Form of ARKO Parent Intercompany Note (incorporated herein by reference to Exhibit 10.12 to ARKO Petroleum Corp.’s registration statement on Form S-1 (File No. 333-292265), filed on January 20, 2026).

Exhibit 10.9		Contribution Agreement, dated as of February 12, 2026, by and between Arko Convenience Stores, LLC and ARKO Petroleum Corp. (incorporated herein by reference to Exhibit 10.13 to ARKO Petroleum Corp.’s registration statement on Form S-1 (File No. 333-292265), filed on February 6, 2026).

Exhibit 10.10++		Form of Indemnification Agreement between ARKO Petroleum Corp. and each of its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to ARKO Petroleum Corp.’s registration statement on Form S-1 (File No. 333-292265), filed on February 6, 2026).

Exhibit 10.11++		ARKO Petroleum Corp. 2026 Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.2 to ARKO Petroleum Corp.’s registration statement on Form S-1 (File No. 333-292265) filed on February 6, 2026).

Exhibit 10.12*++		Director Form of RSU Award Agreement.

Exhibit 10.13#		Amended and Restated Revolving Credit and Security Agreement, dated February 13, 2026, by and among GPM Empire, LLC, and the other borrowers party thereto and PNC Bank, National Association (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed on February 18, 2026).

Exhibit 31.1*		Certification by Arie Kotler, Chairman of the Board, President and Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended March 31, 2026.

Exhibit 31.2*		Certification by Jordan Mann, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the quarterly period ended March 31, 2026.




			/s/ Arie Kotler
Date: May 11, 2026			Arie Kotler
			Chairman of the Board, President and Chief Executive Officer