ARKO Petroleum Corp 8-K, filed Nov 4, 2026

ARKO Petroleum Corp. (APC)

8-K 2026-11-04 For: 2026-11-04

Added on November 04, 2026

About this 8-K

ARKO Petroleum Corp filed this 8-K on November 4, 2026.

ARKO Petroleum Corp. reported third-quarter net income of $13.3 million and Adjusted EBITDA of $41.0 million, raised full-year 2026 Adjusted EBITDA guidance to $156 million to $157 million, and declared a $0.50 per share quarterly dividend. AI summary

Items reported

Item 2.02: Financial results
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


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)


☐	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))


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


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)


			ARKO Petroleum Corp.

Date:	November 4, 2026	By:	/s/ Arie Kotler
		Name: Title:	Arie Kotler Chairman of the Board, President and Chief Executive Officer


	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.


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 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


	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


	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


	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


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.

ARKO Petroleum Corp 8-K, filed Nov 4, 2026

About this 8-K

Items reported

Item 9.01 Financial Statements and Exhibits.