ARKO Corp 10-Q for FY2026 Q1
ARKO Corp. (ARKO)
About this 10-Q
ARKO Corp filed this 10-Q on May 7, 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
- $1.77B
- down 3.1% from $1.83B a year earlier
- Net loss
- $6.64M
- compared with a net loss of $12.67M a year earlier
- Diluted EPS
- -$0.07
- compared with -$0.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
(Address of Principal Executive Offices) (Zip Code)
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: |
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Title of Each Class |
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Trading Symbol |
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Name of Each Exchange on Which Registered |
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No
As of May 5, 2026, the registrant had
TABLE OF CONTENTS
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Item 1. |
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5 |
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Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (unaudited) |
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6 |
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7 |
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8 |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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38 |
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Item 4. |
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39 |
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Item 1. |
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40 |
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Item 1A. |
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Item 2. |
Unregistered Sales of Equity Securities, and Use of Proceeds |
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Item 3. |
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40 |
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Item 4. |
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40 |
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Item 5. |
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Item 6. |
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42 |
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2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (“PSLRA”), Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements about our expectations, beliefs or intentions regarding our business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described below and in “Item 1A-Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 and this Quarterly Report on Form 10-Q, and described from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). We do not undertake any obligation to update forward-looking statements, except to the extent required by applicable law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance.
Risks and uncertainties, the occurrence of which could adversely affect our business, include the following:
3
4
PART I. FINANCIAL INFORMATION
Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to the “Company,” “ARKO,” “we,” “our,” “ours,” and “us” refer to ARKO Corp., a Delaware corporation, including our consolidated subsidiaries.
Item 1. Financial Statements
ARKO Corp.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands, except share data)
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March 31, 2026 |
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December 31, 2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Short-term investments |
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Trade receivables, net |
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Inventory |
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Other current assets |
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Total current assets |
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Non-current assets: |
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Property and equipment, net |
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Right-of-use assets under operating leases |
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Right-of-use assets under financing leases, net |
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Goodwill |
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Intangible assets, net |
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Equity investment |
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Deferred tax asset |
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Other non-current assets |
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Total assets |
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$ |
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$ |
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Liabilities |
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Current liabilities: |
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Long-term debt, current portion |
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$ |
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$ |
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Accounts payable |
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Other current liabilities |
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Operating leases, current portion |
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Financing leases, current portion |
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Total current liabilities |
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Non-current liabilities: |
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Long-term debt, net |
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Asset retirement obligation |
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Operating leases |
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Financing leases |
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Other non-current liabilities |
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Total liabilities |
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Series A redeemable preferred stock ( |
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Shareholders' equity: |
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Common stock (par value $ |
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Treasury stock, at cost - |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Retained earnings |
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Total shareholders' equity |
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Non-controlling interest |
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Total equity |
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Total liabilities, redeemable preferred stock and equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ARKO Corp.
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share data)
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For the Three Months |
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2026 |
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2025 |
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Revenues: |
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Fuel revenue 1 |
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$ |
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$ |
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Merchandise revenue |
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Other revenues, net |
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Total revenues |
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Operating expenses: |
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Fuel costs 1 |
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Merchandise costs |
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Site operating expenses |
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General and administrative expenses |
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Depreciation and amortization |
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Total operating expenses |
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Other expenses, net |
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Operating income (loss) |
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Interest and other financial income |
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Interest and other financial expenses |
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( |
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Loss before income taxes |
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Income tax benefit |
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Income from equity investment |
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Net loss |
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Less: Net income attributable to non-controlling interests |
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Net loss attributable to ARKO Corp. |
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$ |
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$ |
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Series A redeemable preferred stock dividends |
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Net loss attributable to common shareholders |
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$ |
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$ |
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Net loss per share attributable to common shareholders – basic and diluted |
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$ |
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$ |
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Weighted average shares outstanding: |
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Basic and diluted |
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Supplemental information: |
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1 Includes excise tax of: |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
ARKO Corp.
Condensed Consolidated Statements of Changes in Equity
(Unaudited, in thousands, except share data)
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Common Stock |
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Treasury |
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Additional |
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Accumulated |
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Retained |
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Total |
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Non- |
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Shares |
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Par Value |
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Stock, at Cost |
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Paid-in Capital |
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Comprehensive Income |
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Earnings |
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Shareholders' Equity |
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Controlling Interests |
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Total Equity |
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Balance at January 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Share-based compensation |
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— |
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Dividends on redeemable preferred stock |
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— |
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Dividends declared (3 cents per share) |
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— |
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Common stock repurchased |
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Vesting and settlement of restricted share units |
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Net loss |
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— |
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Balance at March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance at January 1, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Share-based compensation |
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— |
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Issuance of common stock in APC IPO, net of $ |
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— |
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Dividends declared to non-controlling interest |
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— |
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Dividends on redeemable preferred stock |
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— |
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Dividends declared (3 cents per share) |
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— |
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Common stock repurchased |
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Vesting and settlement of restricted share units |
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Net loss |
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— |
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Balance at March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
7
ARKO Corp.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
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For the Three Months |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net loss |
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$ |
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$ |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation and amortization |
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Deferred income taxes |
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Loss on disposal of assets and impairment charges |
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Foreign currency (gain) loss |
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Amortization of deferred financing costs and debt discount |
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Amortization of deferred income |
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Accretion of asset retirement obligation |
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Non-cash rent |
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Charges to allowance for credit losses |
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Income from equity investment |
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Share-based compensation |
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Fair value adjustment of financial assets and liabilities |
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Other operating activities, net |
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Changes in assets and liabilities: |
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Increase in trade receivables |
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(Increase) decrease in inventory |
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Decrease in other assets |
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Increase in accounts payable |
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Increase in other current liabilities |
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Decrease in asset retirement obligation |
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Increase in non-current liabilities |
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Net cash provided by operating activities |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
8
ARKO Corp.
Condensed Consolidated Statements of Cash Flows (cont’d)
(Unaudited, in thousands)
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For the Three Months |
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2026 |
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2025 |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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$ |
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$ |
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Proceeds from sale of property and equipment |
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Loans to equity investment, net |
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Net cash used in investing activities |
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( |
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Cash flows from financing activities: |
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Receipt of long-term debt, net |
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Repayment of long-term debt |
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( |
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Principal payments on financing leases |
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Issuance of shares in APC IPO, net of underwriting discounts and commissions |
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Payment of APC IPO costs |
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( |
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Common stock repurchased |
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( |
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( |
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Dividends paid on common stock |
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( |
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( |
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Dividends paid on redeemable preferred stock |
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( |
) |
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( |
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Net cash used in financing activities |
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( |
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( |
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Net decrease in cash and cash equivalents and restricted cash |
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( |
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( |
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Effect of exchange rate on cash and cash equivalents and restricted cash |
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( |
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Cash and cash equivalents and restricted cash, beginning of period |
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Cash and cash equivalents and restricted cash, end of period |
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$ |
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$ |
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Reconciliation of cash and cash equivalents and restricted cash |
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|
||
Cash and cash equivalents, beginning of period |
|
$ |
|
|
$ |
|
||
Restricted cash, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents and restricted cash, beginning of period |
|
$ |
|
|
$ |
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
Restricted cash, end of period |
|
|
|
|
|
|
||
Cash and cash equivalents and restricted cash, end of period |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
9
ARKO Corp.
Condensed Consolidated Statements of Cash Flows (cont’d)
(Unaudited, in thousands)
|
|
For the Three Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Supplementary cash flow information: |
|
|
|
|
|
|
||
Cash received for interest |
|
$ |
|
|
$ |
|
||
Cash paid for interest |
|
|
|
|
|
|
||
Cash paid for taxes, net of refunds |
|
|
|
|
|
( |
) |
|
Supplementary noncash activities: |
|
|
|
|
|
|
||
Prepaid insurance premiums financed through notes payable |
|
$ |
|
|
$ |
|
||
Purchases of equipment in accounts payable and accrued expenses |
|
|
|
|
|
|
||
Purchase of property and equipment previously leased |
|
|
|
|
|
|
||
Purchase of property and equipment under leases |
|
|
|
|
|
|
||
Disposals of leases of property and equipment |
|
|
|
|
|
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
10
ARKO Corp.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. General
ARKO Corp. (the “Company”) is a Delaware corporation whose common stock, par value $
In July 2025, the Company formed ARKO Petroleum Corp., a Delaware corporation, as an indirect wholly owned subsidiary (“APC”). On February 13, 2026, APC completed an initial public offering of
The Company owns 100% of GPM Investments, LLC, a Delaware limited liability company (“GPM”), which was its primary operating entity for all the Company’s reportable segments prior to the consummation of the APC IPO. The Company has four reportable segments: retail, wholesale, fleet fueling, and GPMP. GPM is engaged directly and through fully owned and controlled subsidiaries in retail activity, which includes the operations of a chain of convenience stores, most of which include adjacent gas stations. Until the APC IPO, GPM was also engaged in wholesale activity, which included the supply of fuel to gas stations operated by third-parties and, in fleet fueling, which included the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites. Since the APC IPO, APC operates the wholesale, fleet fueling, and GPMP segments. As of March 31, 2026, the Company’s activity included the operation of
Refer to Note 11 below for further information with respect to the segments.
2. Summary of Significant Accounting Policies
Basis of Presentation
Interim Financial Statements
The accompanying condensed consolidated financial statements (“interim financial statements”) as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 are unaudited and have been prepared in accordance with U.S. GAAP for interim financial information and Regulation S-X set forth by the Securities and Exchange Commission (the “SEC”) for interim reporting. In the opinion of management, all adjustments (consisting of normal and recurring adjustments except those otherwise described herein) considered necessary for a fair presentation have been included in the accompanying interim financial statements. However, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. Therefore, the interim financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “annual financial statements”).
The same significant accounting policies, presentation and methods of computation have been followed in these interim financial statements as were applied in the preparation of the annual financial statements.
Accounting Periods
The Company’s fiscal periods end on the last day of the month, and its fiscal year ends on December 31. This results in the Company experiencing fluctuations in current assets and current liabilities due to purchasing and payment patterns which change based upon the day of the week. As a result, working capital can change from period to period not only due to changing business operations, but also due to a change in the day of the week on which a period ends. The Company earns a disproportionate amount of
11
its annual operating income in the second and third quarters as a result of the generally favorable climate and seasonal buying patterns of its customers.
Use of Estimates
Non-controlling Interest
These interim financial statements reflect the application of ASC 810, Consolidation, which establishes accounting and reporting standards that require: (i) the ownership interest in subsidiaries held by parties other than the parent to be clearly identified and presented in the consolidated balance sheet within shareholders’ equity, but separate from the parent’s equity, (ii) the amount of consolidated net income attributable to the parent and the non-controlling interest to be clearly identified and presented on the face of the consolidated statements of operations, and (iii) changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary to be accounted for consistently.
Following the APC IPO, a non-controlling interest has been recorded for the interest owned in APC by the holders of APC’s Class A common stock.
Trade Receivables
The majority of trade receivables are typically from dealers, fleet fueling customers, customer credit accounts and credit card companies in the ordinary course of business.
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to the customers. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a single point in time or over time, based on when control of goods and services transfers to a customer. Control is transferred to the customer over time if the customer simultaneously receives and consumes the benefits provided by the Company’s performance. If a performance obligation is not satisfied over time, the Company satisfies the performance obligation at a single point in time.
Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services.
When the Company satisfies a performance obligation by transferring control of goods or services to the customer, revenue is recognized against contract assets in the amount of consideration to which the Company is entitled. When the consideration amount received from the customer exceeds the amounts recognized as revenue, the Company recognizes a contract liability for the excess.
An asset is recognized related to the costs incurred to obtain a contract (e.g. sales commissions) if the costs are specifically identifiable to a contract, the costs will result in enhancing resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. These capitalized costs were $
The Company recognizes a contract asset when making upfront incentive payments to dealers. Certain of the upfront consideration represents a prepaid incentive, as these payments are not made for distinct services provided by the dealer. Others
12
represent payments for equipment installed at a dealer location. The prepaid incentives were $
The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or a net basis. In performing this analysis, the Company considers first whether it controls the goods before they are transferred to the customers and if it has the ability to direct the use of the goods or obtain benefits from them. The Company also considers the following indicators: (1) the primary obligor, (2) the latitude in establishing prices and selecting suppliers, and (3) the inventory risk borne by the Company before and after the goods have been transferred to the customer. When the Company acts as principal, revenue is recorded on a gross basis. When the Company acts as agent, revenue is recorded on a net basis.
Certain fuel and sales taxes are invoiced by fuel suppliers or collected from customers and remitted to governmental agencies either directly, or through suppliers, by the Company. Whether these taxes are presented on a gross or net basis is dependent on whether the Company is acting as a principal or agent in the sales transaction. Fuel excise taxes are presented on a gross basis for fuel sales because the Company is acting as the primary obligor, has pricing latitude, and is also exposed to inventory and credit risks.
Refer to Note 11 for disclosure of the revenue disaggregated by segment and product line, as well as a description of the reportable segment operations.
New Accounting Pronouncements Adopted
Credit Losses – In May 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides optional practical expedients to simplify the estimation of expected credit losses on certain financial assets. The amendments modify the CECL model by introducing streamlined approaches for determining expected credit losses on current accounts receivable and contract assets, along with related enhancements to required disclosures about credit risk and the measurement of expected credit losses. This ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. The practical expedients and disclosure enhancements are required to be applied prospectively. The adoption of this ASU, including the practical expedients, did not have a material impact on the Company’s interim financial statements and related disclosures.
New Accounting Pronouncements Not Yet Adopted
Expense Disaggregation Disclosures – In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement. The standard requires disclosures about specific types of expenses included in the expense captions presented in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its disclosures.
Derivatives and Hedging – In December 2024, the FASB issued ASU 2024-05, Derivatives and Hedging (Topic 815): Improvements to Hedge Accounting and Disclosure Requirements, which enhances transparency around an entity’s hedging activities. The standard expands existing disclosure requirements related to an entity’s risk management objectives and strategies for undertaking hedging activities, the effects of hedging instruments on the financial statements, and the presentation of gains and losses associated with derivatives and hedged items. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The amendments are required to be applied on a prospective basis, with certain disclosures permitted to be applied retrospectively. The Company is currently evaluating the impact that the adoption of this standard will have on its disclosures.
3. ARKO Petroleum Corp. (APC)
APC IPO
APC was formed in July 2025 as a Delaware corporation and a wholly owned subsidiary of Arko Convenience Stores, LLC (“ACS”), which is a wholly owned subsidiary of the Company. On February 13, 2026, APC completed the APC IPO and issued
13
$
In connection with the closing of the APC IPO, the Company completed a series of transactions whereby the Company (i) transferred certain real estate and equipment assets to APC, along with assigning, leasing or subleasing the leasehold interest in certain properties, (ii) contributed all of the issued and outstanding equity interests in certain subsidiaries to APC, and (iii) entered into, or amended, various agreements, including agreements pursuant to which the GPMP segment will continue to be the exclusive supplier of fuel to substantially all of the Company’s retail sites. Additionally, in connection with such transactions, certain of the contributed subsidiaries transferred to the Company certain real estate assets related to the retail segment and APC entered into certain subleases, as the sublessee, and master leases, as cotenant or a sublessee, with the Company for the sites on which APC operates.
Voting Rights of APC Common Stock
Under APC’s amended and restated certificate of incorporation, holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to five votes per share, in each case on all matters submitted to a vote of APC’s stockholders. Shares of Class B common stock may only be owned by the Company and its affiliates (other than APC).
Dividends
APC’s board of directors (the “APC Board”) declared a quarterly pro-rated dividend of $
4. Debt
The components of debt were as follows:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Senior Notes |
|
$ |
|
|
$ |
|
||
M&T debt |
|
|
|
|
|
|
||
Capital One Line of Credit |
|
|
|
|
|
|
||
Insurance premium notes |
|
|
|
|
|
|
||
Total debt, net |
|
$ |
|
|
$ |
|
||
Less current portion |
|
|
( |
) |
|
|
( |
) |
Total long-term debt, net |
|
$ |
|
|
$ |
|
||
Financing Agreement with PNC Bank, National Association (“PNC”)
In connection with the consummation of the APC IPO, GPM’s financing arrangement with PNC, that provided a line of credit for purposes of financing working capital (the “PNC Line of Credit”), was separated into two distinct credit facilities. The GPM facility, to which certain of GPM’s subsidiaries are also parties (as amended, the “PNC Credit Agreement”), was amended and restated to, among other things, remove APC’s subsidiaries as co-borrowers, reduce the principal amount available thereunder from $
14
M&T Bank Credit Agreement
In connection with the consummation of the APC IPO, GPM’s financing arrangement with M&T Bank, which provides an equipment line of credit and real estate term loans (the “M&T Credit Agreement”), was amended to remove APC’s subsidiaries as borrowers or guarantors thereunder, and APC’s assets that previously served as collateral under the M&T Credit Agreement were released from M&T’s security interest.
Financing Agreement with a Syndicate of Banks led by Capital One, National Association
The Company’s subsidiary, GPM Petroleum LP (“GPMP”), has a revolving credit facility with a syndicate of banks led by Capital One, National Association, in an aggregate principal amount of up to $
On January 13, 2026, GPMP entered into an amendment to the Capital One Line of Credit, and the Company has since used $
5. Leases
Lessee
As of March 31, 2026,
The components of lease cost recorded on the condensed consolidated statements of operations were as follows:
|
|
For the Three Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Finance lease cost: |
|
|
|
|
|
|
||
Depreciation of right-of-use assets |
|
$ |
|
|
$ |
|
||
Interest on lease liabilities |
|
|
|
|
|
|
||
Operating lease costs included in site operating expenses |
|
|
|
|
|
|
||
Operating lease costs included in general and administrative |
|
|
|
|
|
|
||
Lease cost related to variable lease payments, short-term |
|
|
|
|
|
|
||
Right-of-use asset impairment charges and loss (gain) on |
|
|
|
|
|
|
||
Total lease costs |
|
$ |
|
|
$ |
|
||
15
Lessor
The Company leases and subleases owned and leased properties to dealers and other tenants and subtenants which are accounted for as operating or sales-type leases. The majority of leases and subleases are for periods of up to
6
The Company makes limited use of derivative instruments (futures contracts) to manage certain risks related to diesel fuel prices. The Company does not hold any derivatives for speculative purposes and it does not use derivatives with leveraged or complex features. The Company currently uses derivative instruments that are traded primarily over national exchanges such as the New York Mercantile Exchange (“NYMEX”). For accounting purposes, the Company has designated its derivative contracts as fair value hedges of firm commitments.
As of both March 31, 2026 and December 31, 2025, the Company had fuel futures contracts to hedge approximately
As of March 31, 2026 and December 31, 2025, there was $
7
Dividends
The Company’s board of directors (the “Board”) declared, and the Company paid, dividends of $
8. Share-Based Compensation
ARKO Corp. Incentive Compensation Plan
The Compensation Committee of the Board (the “Compensation Committee”) has approved the grant of non-qualified stock options, restricted stock units (“RSUs”), and shares of common stock to certain employees, and non-employees under the ARKO Corp. 2020 Incentive Compensation Plan (as amended, the “ARKO Plan”). Stock options granted under the ARKO Plan expire no later than ten years from the date of grant and the exercise price may not be less than the fair market value of the underlying shares on the date of grant. Vesting periods are assigned to stock options and RSUs on a grant-by-grant basis at the discretion of the Board, and except in certain limited situations, all awards are subject to a minimum vesting period of one year. The Company issues new shares of common stock upon exercise of stock options and vesting of RSUs.
Additionally, non-employee directors receive an annual RSU grant and may receive RSUs in lieu of up to
16
Stock Options
During the three months ended March 31, 2026,
Restricted Stock Units and Performance-based Restricted Stock Units
The following table summarizes share activity related to RSUs and performance-based RSUs (“PSUs”):
|
|
RSUs and PSUs |
|
|
Weighted Average Grant Date Fair Value per Share |
|
||
|
|
(in thousands) |
|
|
|
|
||
Nonvested RSUs and PSUs, December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Released |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Performance-based shares and written put option adjustment |
|
|
( |
) |
|
|
|
|
Nonvested RSUs and PSUs, March 31, 2026 |
|
|
|
|
$ |
|
||
During the three months ended March 31, 2026,
During the three months ended March 31, 2026, the Company granted
Management assesses the probability of achieving the performance criteria on a quarterly basis, and the Compensation Committee determines whether the performance criteria were satisfied, and certifies the award’s vesting percentage, if any, during the fiscal quarter following the end of the applicable performance period. In the first quarter of 2026, the Compensation Committee determined that the performance criteria for the performance period ended December 31, 2025 had been met and certified that the percentage of PSUs that vested with respect to the target amount for the PSUs granted in 2023 was
The fair value of RSUs and PSUs released during the three months ended March 31, 2026 was $
As of March 31, 2026, total unrecognized compensation cost related to RSUs and PSUs was approximately $
ARKO Petroleum Corp. Incentive Compensation Plan
APC adopted the ARKO Petroleum Corp. 2026 Incentive Compensation Plan immediately prior to the APC IPO. Under such plan, the compensation committee of the APC Board has approved the grant of RSUs and performance-based RSUs of APC (the “APC PSUs”) to certain employees of APC and to certain of the Company’s employees who are not employed by APC but, on behalf of the Company, provide management services to APC. Vesting periods are assigned to APC PSUs on a grant-by-grant basis at the discretion of the APC Board and except in certain limited situations, all awards are subject to a minimum vesting period of one year. APC will issue new shares of its Class A common stock upon vesting of the APC PSUs.
Additionally, non-employee directors serving on the APC Board receive an annual RSU grant and may receive RSUs in lieu of up to
17
The following table summarizes share activity related to APC PSUs:
|
|
APC PSUs |
|
|
Weighted Average Grant Date Fair Value per Share (1) |
|
||
|
|
(in thousands) |
|
|
|
|
||
Nonvested APC PSUs, December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Performance-based share adjustment |
|
|
( |
) |
|
|
|
|
Nonvested APC PSUs, March 31, 2026 |
|
|
|
|
$ |
|
||
(1) Based on grant date fair value of APC Class A common stock
During the three months ended March 31, 2026, APC granted approximately
APC’s management assesses the probability of achieving the performance criteria on a quarterly basis, and the compensation committee of the APC Board determines whether the performance criteria were satisfied, and certifies the award’s vesting percentage, if any, during the fiscal quarter following the end of the applicable performance period.
As of March 31, 2026, total unrecognized compensation cost related to APC PSUs was approximately $
Share-Based Compensation Cost
9. Earnings per Share
The following table sets forth the computation of basic and diluted net loss per share of common stock:
|
|
For the Three Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Net loss attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average common shares outstanding — Basic and Diluted |
|
|
|
|
|
|
||
Net loss per share attributable to common stockholders — Basic and Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
The following potential shares of common stock have been excluded from the computation of diluted net loss per share because their effect would have been antidilutive:
|
|
As of March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Stock options |
|
|
|
|
|
|
||
Series A redeemable preferred stock |
|
|
|
|
|
|
||
RSUs and PSUs |
|
|
|
|
|
|
||
Public and Private warrants |
|
|
|
|
|
|
||
Ares warrants |
|
|
|
|
|
|
||
18
10. Fair Value Measurements and Financial Instruments
The fair value of cash and cash equivalents, restricted cash, short-term investments, trade receivables, accounts payable and other current liabilities approximated their carrying values as of March 31, 2026 and December 31, 2025 primarily due to the short-term maturity of these instruments. On October 21, 2021, the Company completed a private offering of $
Until their expiration on December 22, 2025, the public warrants to purchase the Company’s common stock (the “Public Warrants”) were measured at fair value at the end of each reporting period. The fair value methodology for the Public Warrants had been categorized as Level 1. Approximately $
Until their expiration on December 22, 2025, the private warrants to purchase the Company’s common stock (the “Private Warrants”) were measured at fair value at the end of each reporting period. The fair value methodology for the Private Warrants had been categorized as Level 2 because certain inputs for the valuation methodology were unobservable and significant to the fair value adjustment. The Private Warrants have been recorded at fair value based on a Black-Scholes option pricing model. Approximately $
The founders of Haymaker Acquisition Corp. II are entitled to up to
|
|
March 31, |
|
|
Expected term (in years) |
|
|
|
|
Volatility |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Stock price |
|
$ |
|
|
For the change in the fair value of the Additional Deferred Shares, $
11. Segment Reporting
The reportable segments were determined based on information reviewed by the Company’s chief operating decision maker (“CODM”) for operational decision-making purposes, and the segment information is prepared on the same basis that the CODM reviews such financial information. The Company’s reportable segments are retail, wholesale, fleet fueling and GPMP. Arie Kotler, the Company’s , is the CODM. The CODM utilizes operating income from each segment to assess its operating performance and to make decisions about allocating resources to each segment. In reviewing segment operating income each month, the CODM compares actual results to budgets and prior-year performance. Based on this analysis, the CODM allocates incremental capital spending and prioritizes strategic and business development initiatives across the segments. The CODM also uses this measure to make decisions on budgets, acquisitions, capital expenditures, and management compensation.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that rent expenses for each segment are recognized and measured on the basis of cash payments.
19
The retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and other merchandise to retail customers. At its retail convenience stores, the Company owns the merchandise and fuel inventory and employs personnel to manage the store.
The wholesale segment supplies fuel to dealers, sub-wholesalers and bulk and spot purchasers, on either a cost plus or consignment basis. For consignment arrangements, the Company retains ownership of the fuel inventory at the site, is responsible for the pricing of the fuel to the end consumer and shares the gross profit generated from the sale of fuel with the consignment dealers. For cost plus arrangements, the Company sells fuel to dealers and bulk and spot purchasers on a fixed-fee basis. The sales price is determined according to the terms of the relevant agreement, which typically reflects the Company’s total fuel costs plus the cost of transportation, taxes and a fixed margin, with the Company generally retaining any prompt pay discounts and rebates.
The fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites.
The GPMP segment primarily includes the inter-segment sale and supply of fuel to substantially all of the Company’s sites that sell fuel in the retail and wholesale segments, and beginning February 1, 2026, to locations in the fleet fueling segment, at the GPMP segment’s cost of fuel (including taxes and transportation) plus a fixed margin (through December 31, 2025,
The “All Other” segment includes the results of non-reportable segments that do not meet both quantitative and qualitative criteria as defined under ASC 280, Segment Reporting.
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Inter-segment expenses were included within the amounts shown; however, the fuel costs in the retail, wholesale and fleet fueling segments exclude the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.
The majority of general and administrative expenses, depreciation and amortization, net other expenses, net interest and other financial expenses, income taxes and minor other income items are not allocated to the segments. Other segment expenses include utilities, telephone, upkeep and taxes, insurance, supplies, advertising, and certain other expenses. Other segment expenses in the GPMP segment also include general and administrative expenses, and depreciation and amortization.
With the exception of goodwill, assets and liabilities relevant to the reportable segments are generally not assigned to any particular segment, but rather, managed and reviewed by the CODM at the consolidated level. All reportable segment revenues were generated from sites within the U.S. and substantially all of the Company’s assets were within the U.S.
Inter-segment transactions primarily included the sale of fuel to substantially all of the Company’s sites that sell fuel in all of its segments, and until February 1, 2026, fixed fee charges primarily to sites that sold fuel in the fleet fueling segment that were not supplied by the GPMP segment until then. The effect of these inter-segment transactions was eliminated in the interim financial statements.
20
|
|
Retail |
|
|
Wholesale |
|
|
Fleet Fueling |
|
|
GPMP |
|
|
All Other |
|
|
Total |
|
||||||
For the Three Months Ended March 31, 2026 |
(in thousands) |
|
||||||||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fuel revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Merchandise revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other revenues, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues from external |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Inter-segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fuel costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
||||||
Merchandise costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Salaries and wages |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Credit card fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repairs and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other segment expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating income from segments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Interest and other financial expenses, net |
|
|
|
|
|
|
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
||||||
Income from equity investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||
|
|
Retail |
|
|
Wholesale |
|
|
Fleet Fueling |
|
|
GPMP |
|
|
All Other |
|
|
Total |
|
||||||
For the Three Months Ended March 31, 2025 |
(in thousands) |
|
||||||||||||||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fuel revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Merchandise revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other revenues, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues from external |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Inter-segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fuel costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
||||||
Merchandise costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Salaries and wages |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Credit card fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repairs and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other segment expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating income from segments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Interest and other financial expenses, net |
|
|
|
|
|
|
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
||||||
Income from equity investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||
A reconciliation of operating income from reportable segments to consolidated loss before income taxes on the condensed consolidated statements of operations is as follows:
21
|
|
For the Three Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Operating income from reportable segments |
|
$ |
|
|
$ |
|
||
All other operating income |
|
|
|
|
|
|
||
Intercompany charges by the GPMP segment 1 |
|
|
( |
) |
|
|
( |
) |
Interest and other financial expenses, net |
|
|
( |
) |
|
|
( |
) |
Amounts not allocated to segments: |
|
|
|
|
|
|
||
Site operating expenses |
|
|
( |
) |
|
|
( |
) |
General and administrative expenses |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Other expenses, net |
|
|
( |
) |
|
|
( |
) |
Interest and other financial expenses, net |
|
|
( |
) |
|
|
( |
) |
Loss before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
1 Represents the fixed margin or fixed fee (through December 31, 2025,
12. Commitments and Contingencies
Environmental Liabilities and Contingencies
The Company is subject to certain federal and state environmental laws and regulations associated with sites at which it stores and sells fuel and other fuel products, as well as locations owned, leased or where there is a contractual obligation that results in the Company being the tank operator or owner but are operated by dealers. As of March 31, 2026 and December 31, 2025, environmental obligations totaled $
The Company maintains certain environmental insurance policies and participates in various state underground storage tank funds that entitle the Company to be reimbursed for remediation costs. Estimated amounts that will be recovered from its insurance policies and various state funds for the exposures totaled $
Asset Retirement Obligation
As part of the fuel operations at its retail convenience stores and proprietary cardlock locations, at most of the owned and leased dealer locations, at certain other dealer locations and third-party cardlock locations where the Company owns storage tanks or otherwise agreed to be contractually liable for tank maintenance, there are aboveground and underground storage tanks for which the Company is responsible. The future cost to remove a storage tank is recognized over the estimated remaining useful life of the storage tank, or if sooner, the termination of the applicable lease. A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recorded at the time a storage tank is installed. The estimated liability is based upon historical experience in removing storage tanks, estimated tank useful lives, external estimates as to the cost to remove the tanks in the future and current and anticipated federal and state regulatory requirements governing the removal of tanks, and discounted. The Company has recorded an asset retirement obligation of $
Legal Matters
The Company is a party to various legal actions, as both plaintiff and defendant, in the ordinary course of business. The Company’s management believes, based on estimations with support from legal counsel for these matters, that these legal actions are routine in nature and incidental to the operation of the Company’s business and that it is not reasonably probable that the ultimate
22
resolution of these matters will have a material adverse impact on the Company’s business, financial condition, results of operations and cash flows.
13. Related Party Transactions
There have been no material changes to the description of related party transactions as set forth in the annual financial statements.
23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
You should read this discussion together with the unaudited Condensed Consolidated Financial Statements, related notes, and other financial information included elsewhere in this Quarterly Report on Form 10-Q together with our audited consolidated financial statements, related notes, and other information contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors,” in Part I, Item 1A of the Form 10-K and in Part II, Item 1A of this Quarterly Report on Form 10-Q and as described from time to time in our other filings with the Securities and Exchange Commission. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.
Overview
Based in Richmond, Virginia, ARKO Corp. is one of the largest operators of convenience stores in the United States (“U.S.”), ranked by store count, operating 1,079 retail convenience stores as of March 31, 2026. We are also one of the largest wholesalers of fuel by gallons in the U.S. As of March 31, 2026, we supplied fuel to 2,126 dealer locations and operated 292 proprietary and third-party cardlock locations (unstaffed fueling locations). We are well diversified geographically and as of March 31, 2026, operated in the District of Columbia and more than 30 states in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern U.S. We own 100% of GPM Investments, LLC, a Delaware limited liability company (“GPM”), which was our primary operating entity until the closing of the initial public offering of the Class A common stock of our subsidiary ARKO Petroleum Corp., a Delaware corporation (“APC”), on February 13, 2026 (the “APC IPO”), after which GPM became our primary operating entity for our retail segment, and APC became our primary operating entity for our wholesale, fleet fueling and GPMP segments. We own 73.6% of the economic interests and 93.3% of the combined voting power of APC. APC’s Class A common stock began trading on the Nasdaq under the symbol “APC” on February 12, 2026.
Description of Segments
Retail Segment
Our retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and merchandise to retail customers, from which we generate a significant portion of our revenue and a large proportion of our profitability. At our convenience stores, we own the merchandise and fuel inventory and employ personnel to manage the store.
As of March 31, 2026, we operated the stores under more than 25 regional store brands including 1-Stop, Admiral, Apple Market®, BreadBox, Corner Mart, Dixie Mart, ExpressStop, E-Z Mart®, fas mart®, fastmarket®, Flash Market, Handy Mart, Jetz, Jiffi Stop®, Jiffy Stop, Li’l Cricket, Market Express, Next Door Store®, Pride, Roadrunner Markets, Rose Mart, Rstore, Scotchman®, shore stop®, Speedy’s, SpeedyQ, Town Star, Uncle’s, Village Pantry® and Young’s.
We operate our retail stores centrally with consistent marketing, merchandising and assortment strategies across our brands, but we occasionally offer regional items based on consumer demand in select markets. We believe this approach increases operational efficiencies while preserving flexibility. Our marketing initiatives and merchandising and assortment strategies are centered around offering our customers an assortment of products with an attractive value proposition. Our retail offering includes a wide array of grab-n-go hot and cold prepared foods and dispensed beverages, take home packaged beverages and beer, candy, salty snacks, bakery
and packaged sweet snacks, general and seasonal merchandise, cigarettes, and other tobacco products such as moist tobacco, vape, nicotine pouches, and cigars. We have various foodservice offerings at approximately 940 stores, with options including hot and cold grab-n-go foods, such as bakery, Nathan’s® hot dogs and Tornado® roller grill items. We have approximately 135 stores with delis offering a more robust foodservice menu that includes fried chicken, pizza, breakfast sandwiches, chicken tenders, potato wedges and more. We supplement our foodservice offering with approximately 85 quick service major national brand restaurants such as Dunkin’ and Subway. Additionally, we offer a number of traditional convenience store services, including lottery, prepaid products, gift cards, money orders, ATMs, skill gaming, Bitcoin® ATMs and other ancillary product and service offerings. We sell fuel at 1,056 of our retail sites, and we had 257 electric vehicle (“EV”) chargers at 86 of our locations. We also generate revenue from car washes at approximately 65 of our locations.
Wholesale Segment
Our wholesale segment supplies fuel to gas stations operated by third-party dealers, sub-wholesalers, and bulk and spot purchasers, on either a cost plus or consignment basis. For cost plus arrangements, the dealers, sub-wholesalers and bulk and spot purchasers, purchase fuel from us, and we earn a fixed mark-up above our cost. The sales price is determined according to the terms of the relevant agreement, which typically reflects our total fuel costs plus the cost of transportation, taxes and our fixed margin.
24
Furthermore, we generally retain any prompt pay discounts and rebates from our fuel suppliers. For consignment arrangements, we retain ownership of the fuel inventory at the site until the time of sale to the ultimate customer by the dealer, we are responsible for the pricing of the fuel to the end consumer and we share the gross profit generated from the sale of fuel by the dealer based on the terms of the relevant contract. In certain cases, gross profit is split based on a percentage and in others, we pay a fixed fee per gallon to the dealer and retain the remainder of the profit.
Fleet Fueling Segment
Our fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites.
GPMP Segment
Our GPMP segment primarily engages in inter-segment transactions of wholesale distribution of fuel to substantially all of our sites that sell fuel in the retail and wholesale segments, and beginning February 1, 2026, to locations in the fleet fueling segment. Our GPMP segment sells and supplies fuel at its cost of fuel (including taxes and transportation) plus a fixed margin to such supplied sites and charges an inter-segment fixed fee primarily, prior to February 1, 2026, to sites in the fleet fueling segment that were not supplied by the GPMP segment. The effect of these inter-segment transactions was eliminated in the Consolidated Financial Statements.
Transformation Plan Updates and Initiatives
Remodels and New-to-Industry (“NTI”) Stores
Our multi-year transformation plan (the “Transformation Plan”) includes targeted capital allocation toward strategic sub-segments of our retail stores, with the goal of increasing traffic and improving profitability. In June of 2025, we launched our new format fas craves flagship location showcasing our key strategic priority to offer food that is relevant, delicious, and affordable and do so within stores that are completely remodeled with modernized interior and exterior designs, with layouts intended to provide a strong focus on our food offerings. fas craves food elevates our assortment of hot and cold grab-and-go food and dispensed beverages. The new fas craves format stores are designed to elevate the customer experience and better reflect our commitment to foodservice, convenience, efficiency, and value. Since the launch of our flagship location, we have completed several additional remodels and have approximately 25 additional remodels planned, all which feature the fas craves food and beverage elements. We also plan to expand components of fas craves food and beverage to certain non-remodel stores where space permits prior to remodeling.
Complementing our remodeling initiative, in the first quarter of 2026, we opened two NTI (new to industry) retail stores, and we plan to open one more NTI retail store and three NTI Dunkin’ stores in 2026.
We are targeting opening 20 NTI fleet fueling locations during 2026, of which one opened in March 2026, and 17 of which are in process. We anticipate that these NTI fleet fueling locations will have a positive impact on our results of operations given the attractive, durable cash flow profile of our fleet fueling business.
fas REWARDS Loyalty Program
As of March 31, 2026, we had approximately 2.5 million enrolled members in our fas REWARDS loyalty program, representing a year over year increase of approximately 6.8% from the end of the first quarter of 2025. Our fas REWARDS loyalty program is available in all of our retail stores and offers enrolled loyalty members the most value in our stores, in-app member only deals not available without the app, and the ability to earn points that can be redeemed for either fuel or merchandise savings. Other in-app features include the ability to convert earned points to fas BUCKS, which can be spent like cash on most merchandise categories in our stores, and, as part of our Fueling America’s Future promotion, stackable fuel cents off up to $2.50 off per gallon (up to 20 gallons) to celebrate America’s 250th anniversary in 2026.
In the first quarter of 2026, we launched our updated fas REWARDS loyalty program app, which includes personalized features such as easy enrollment, an employee hub, store locators with individual member fuel pricing, Fueling America’s Future deals, value meals, age verified offers for tobacco and alcohol, and gaming.
Site Conversion Strategy (Dealerization)
Starting in the middle of 2024, as part of our Transformation Plan, we commenced leveraging our unique, multi-segment operating model to expand our wholesale fuel distribution network by converting a meaningful number of retail stores within our retail segment to dealer locations within our wholesale segment. Conversions of certain retail stores benefit both our retail and wholesale segments, as these sites have yielded, and we expect will continue to yield, greater profitability once converted. In such cases, we
25
realize higher profit from ongoing fuel supply agreements and rental income than from continued operation of these stores in our retail segment. These conversions also allow us to focus on and better prioritize future investments in our remaining retail stores. During the three months ended March 31, 2026, we converted 41 retail stores to dealer locations, and we have converted a total of 450 stores since the beginning of this initiative. We expect to continue to convert a meaningful number of additional stores throughout 2026. These conversions have resulted in approximately $5.7 million and $13.0 million in incremental operating income before general and administrative expenses for the three months ended March 31, 2026 and the 12-month period ended March 31, 2026, respectively.
As we proceed with our Transformation Plan, we may incur associated non-recurring expenses, including personnel costs, divestiture costs, professional services fees, and losses on disposal of assets and impairment charges.
Pricing and Procurement Strategies
We continue to increase our focus on both our pricing and procurement strategies across our retail stores to support ongoing merchandise margin rate growth, including using customer centric data-driven decisions to expand our six core destination merchandise categories, which are packaged beverages, candy, salty snacks, packaged sweet snacks, alternative snacks and beer. Because our core destination merchandise categories represent a high concentration of our merchandise contribution, we focus on marketing and merchandising initiatives within these categories because we believe that they will have the greatest impact on our performance.
Trends Impacting Our Business
We achieved strong store growth over the last decade, driven primarily by a highly successful acquisition strategy, inclusive of 26 completed acquisitions from 2013 through March 31, 2026. Our strategic acquisitions, as well as the conversion of a meaningful number of retail stores to dealer locations, have had, and may continue to have, a significant impact on our reported results, which can make period to period comparisons difficult.
The following tables provide a history of our acquisitions, site conversions and site closings, including as part of our Transformation Plan, for the periods noted, for the retail, wholesale and fleet fueling segments:
|
|
For the Three Months |
|
|
|||||
Retail Segment |
|
2026 |
|
|
2025 |
|
|
||
Number of sites at beginning of period |
|
|
1,118 |
|
|
|
1,389 |
|
|
Newly opened or reopened sites |
|
|
2 |
|
|
|
2 |
|
|
Company-controlled sites converted to consignment |
|
|
(41 |
) |
|
|
(59 |
) |
|
Sites closed, divested or converted to rentals |
|
|
— |
|
|
|
(3 |
) |
|
Number of sites at end of period |
|
|
1,079 |
|
|
|
1,329 |
|
|
|
|
For the Three Months |
|
|||||
Wholesale Segment 1 |
|
2026 |
|
|
2025 |
|
||
Number of sites at beginning of period |
|
|
2,099 |
|
|
|
1,922 |
|
Newly opened or reopened sites 2 |
|
|
11 |
|
|
|
6 |
|
Consignment or fuel supply locations converted |
|
|
41 |
|
|
|
59 |
|
Closed or divested sites |
|
|
(25 |
) |
|
|
(26 |
) |
Number of sites at end of period |
|
|
2,126 |
|
|
|
1,961 |
|
1 Excludes bulk and spot purchasers.
2 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.
|
|
For the Three Months |
|
|||||
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 |
|
26
The number of fuel gallons we sell and the related fuel margin that we earn per gallon significantly impact our results of operations. Fuel gallons sold are impacted by changes in the number of locations, macroeconomic environment, weather, crude oil pricing and other factors.
The cost of our main products, gasoline and diesel fuel, is greatly impacted by the wholesale cost of fuel in the U.S. Fuel margins for our retail stores, our fleet fueling sites and consignment agent locations can change rapidly because they are influenced by many factors, including: the wholesale cost of fuel; interruptions in supply caused by severe weather; supply chain disruptions; refinery mechanical failures; and competition in the local markets in which we operate. We pass wholesale fuel cost changes to our fuel supply dealers and attempt to pass wholesale fuel cost changes to our retail, fleet fueling and consignment customers through price changes; however, we are not always able to do so. We tend to realize lower fuel margins when the cost of fuel increases gradually over a longer period and higher fuel margins when the cost of fuel declines or is more volatile over a shorter period.
During the quarter ended March 31, 2026, global crude oil and refined product markets were impacted by heightened geopolitical tensions in the Middle East, including the ongoing conflict involving Iran, Israel, and the United States. These developments contributed to volatility in crude oil prices and periodic supply disruptions, particularly related to the disruption of shipping through the Strait of Hormuz. As a result, wholesale fuel costs increased during the period, leading to higher retail gasoline prices and greater price and volume volatility in many of our markets. While retail price increases generally lag changes in wholesale costs, the magnitude and timing of the fluctuations during the quarter ended March 31, 2026, positively affected fuel margins during the quarter.
We continually monitor market conditions and adjust pricing strategies in response to changes in commodity costs, competitive dynamics, and consumer demand. Continued geopolitical uncertainty may result in ongoing volatility in fuel costs and margins in future periods. Because market and geopolitical conditions from time to time constrain the supply of fuel, including diesel fuel in particular, we maintain terminal storage of diesel fuel for short-term supply needs for our fleet fueling sites.
Additionally, the significant increase in the rate of inflation in the U.S. in recent years and the effect of higher prevailing interest rates have increased merchandise cost and reduced consumer purchasing power. We have mitigated the impact of a portion of these higher costs on operating results with retail price increases. The persistence of, or increase in, inflation could negatively impact the demand for our products and services, including due to consumers reducing travel, which could reduce sales volumes. Because of recent and current labor market conditions and the prevailing wage rates in the markets in which we operate, we have increased wages, which has increased, and may continue to increase, our costs associated with recruiting and retaining qualified personnel. Additionally, any major changes in tax or trade policy between the U.S. and countries from which we or our suppliers source merchandise and other products for our sites, such as the imposition of new or additional tariffs or duties on imported products, could require that we take certain actions, including raising prices on products we sell and seeking alternative sources of supply. Further, any major changes could lead to significant cost increases and delays in opening remodeled or new convenience stores or other improvements to our sites.
We also operate in a highly competitive retail convenience market that includes businesses with operations and services that are similar to those that we provide. We believe that convenience stores managed by individual operators that offer branded or non-branded fuel are also significant competitors in the local markets in which we operate. Often, operators of both chains and individual stores compete by selling unbranded fuel at lower retail prices relative to the market. The convenience store industry is also experiencing competition from other retail sectors including grocery stores, large warehouse retail stores, dollar stores and pharmacies.
Seasonality
Our business is seasonal, and our operating income in the second and third quarters has historically been significantly greater than in the first and fourth quarters because of the generally favorable climate and seasonal buying patterns of our customers.
Results of Operations for the three months ended March 31, 2026 and 2025
The period-to-period comparisons of our results of operations contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation have been prepared using our condensed consolidated unaudited interim financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Financial Statements”). The following discussion should be read in conjunction with the Quarterly Financial Statements. All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel, which are intercompany charges by the GPMP segment.
Consolidated Results
The table below shows our consolidated results for the three months ended March 31, 2026 and 2025, together with certain key metrics.
27
|
|
For the Three Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenues: |
|
(in thousands) |
|
|||||
Fuel revenue |
|
$ |
1,434,658 |
|
|
$ |
1,447,484 |
|
Merchandise revenue |
|
|
305,410 |
|
|
|
354,485 |
|
Other revenues, net |
|
|
31,798 |
|
|
|
27,504 |
|
Total revenues |
|
|
1,771,866 |
|
|
|
1,829,473 |
|
Operating expenses: |
|
|
|
|
|
|
||
Fuel costs |
|
|
1,300,770 |
|
|
|
1,325,624 |
|
Merchandise costs |
|
|
201,900 |
|
|
|
236,915 |
|
Site operating expenses |
|
|
182,747 |
|
|
|
199,981 |
|
General and administrative expenses |
|
|
39,998 |
|
|
|
41,613 |
|
Depreciation and amortization |
|
|
32,371 |
|
|
|
34,887 |
|
Total operating expenses |
|
|
1,757,786 |
|
|
|
1,839,020 |
|
Other expenses, net |
|
|
4,043 |
|
|
|
2,217 |
|
Operating income (loss) |
|
|
10,037 |
|
|
|
(11,764 |
) |
Interest and other financial expenses, net |
|
|
(18,145 |
) |
|
|
(13,851 |
) |
Loss before income taxes |
|
|
(8,108 |
) |
|
|
(25,615 |
) |
Income tax benefit |
|
|
2,496 |
|
|
|
12,922 |
|
Income from equity investment |
|
|
19 |
|
|
|
21 |
|
Net loss |
|
|
(5,593 |
) |
|
|
(12,672 |
) |
Less: Net income attributable to non-controlling interests |
|
|
1,048 |
|
|
|
— |
|
Net loss attributable to ARKO Corp. |
|
$ |
(6,641 |
) |
|
$ |
(12,672 |
) |
Series A redeemable preferred stock dividends |
|
|
(1,418 |
) |
|
|
(1,418 |
) |
Net loss attributable to common shareholders |
|
$ |
(8,059 |
) |
|
$ |
(14,090 |
) |
Fuel gallons sold |
|
|
464,856 |
|
|
|
490,340 |
|
Fuel margin, cents per gallon 1 |
|
|
28.8 |
|
|
|
24.9 |
|
Merchandise contribution 2 |
|
$ |
103,510 |
|
|
$ |
117,570 |
|
Merchandise margin 3 |
|
|
33.9 |
% |
|
|
33.2 |
% |
Adjusted EBITDA 4 |
|
$ |
50,927 |
|
|
$ |
30,855 |
|
Non-cash rent expense 5 |
|
$ |
2,380 |
|
|
$ |
3,307 |
|
1 Calculated as fuel revenue less fuel costs divided by fuel gallons sold.
2 Calculated as merchandise revenue less merchandise costs.
3 Calculated as merchandise contribution divided by merchandise revenue.
4 Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net loss.
5 Non-cash rent expense reflects the extent to which our GAAP rent expense recognized exceeded (or was less than) our cash rent payments. GAAP rent expense varies depending on the terms of our lease portfolio. For newer leases, our rent expense recognized typically exceeds our cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than our cash rent payments.
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
For the three months ended March 31, 2026, fuel revenue decreased by $12.8 million, or 0.9%, compared to the first quarter of 2025. The decrease in fuel revenue was attributable primarily to fewer gallons sold in the first quarter of 2026 compared to the first quarter of 2025 due to a challenging macroeconomic environment as well as severe weather conditions in the quarter in several markets in which we operate, partially offset by an increase in average price of fuel compared to the first quarter of 2025.
For the three months ended March 31, 2026, merchandise revenue decreased by $49.1 million, or 13.8%, compared to the first quarter of 2025, primarily due to a decrease in merchandise revenue from retail stores that we closed or converted to dealer locations and severe weather conditions in the quarter in several markets in which we operate, as well as a slight decrease in same store merchandise revenues.
For the three months ended March 31, 2026, other revenues, net increased by $4.3 million, or 15.6%, compared to the first quarter of 2025, primarily due to the net impact of additional income from retail stores that we converted to dealer locations.
For the three months ended March 31, 2026, total operating expenses decreased by $81.2 million compared to the first quarter of 2025. Fuel costs decreased $24.9 million, or 1.9%, compared to the first quarter of 2025, and merchandise costs decreased $35.0
28
million, or 14.8%, compared to the first quarter of 2025, consistent with the reduction in fuel and merchandise revenues. For the three months ended March 31, 2026, site operating expenses decreased $17.2 million, or 8.6%, compared to the first quarter of 2025 primarily due to lower expenses from retail stores that we closed or converted to dealer locations, which were partially offset by an increase in same store expenses.
For the three months ended March 31, 2026, general and administrative expenses decreased $1.6 million, or 3.9%, compared to the first quarter of 2025, primarily due to the absence of a $2.0 million charge recorded in the first quarter of 2025 related to a wage and hour collective action settled in 2025, as well as a leaner administrative cost structure and tighter operating discipline partially offset by increased share-based compensation expense in the first quarter of 2026.
For the three months ended March 31, 2026 and 2025, depreciation and amortization expenses decreased $2.5 million, or 7.2%, compared to the first quarter of 2025.
For the three months ended March 31, 2026, other expenses, net increased $1.8 million, compared to the first quarter of 2025 primarily due to higher acquisitions and divestiture costs and costs associated with the APC IPO in the first quarter of 2026.
For the three months ended March 31, 2026, operating income was $10.0 million compared to an operating loss of $11.8 million for the three months ended March 31, 2025. The increase was primarily due to higher fuel contribution at retail same stores, comparable wholesale sites and fleet fueling locations, and the net benefit of the retail stores that we closed or converted to dealer locations.
For the three months ended March 31, 2026, interest and other financial expenses, net increased by $4.3 million compared to the first quarter of 2025, primarily due to a decrease of $7.1 million in income recorded in the first quarter of 2025 for fair value adjustments related to our public and private warrants which expired at the end of 2025, which was offset by lower average debt balances, primarily as a result of the use of the net proceeds from the APC IPO to repay approximately $206.7 million of the indebtedness under our Capital One Line of Credit, and lower average interest rates in the first quarter of 2026 as compared to the first quarter of 2025.
For the three months ended March 31, 2026, income tax benefit was $2.5 million compared to $12.9 million for the three months ended March 31, 2025.
For the three months ended March 31, 2026 and 2025, net loss was $5.6 million and $12.7 million, respectively.
Net income attributable to non-controlling interests represents the minority interest owned in our subsidiary, APC, by the holders of APC’s Class A common stock, for the period subsequent to the APC IPO.
For the three months ended March 31, 2026 and 2025, net loss attributable to the Company was $6.6 million and $12.7 million, respectively.
For the three months ended March 31, 2026 and 2025, Adjusted EBITDA was $50.9 million and $30.9 million, respectively. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net loss.
Segment Results
Retail Segment
The table below shows the results of the retail segment for the three months ended March 31, 2026 and 2025, together with certain key metrics for the segment.
29
|
|
For the Three Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenues: |
|
(in thousands) |
|
|||||
Fuel revenue |
|
$ |
627,060 |
|
|
$ |
690,686 |
|
Merchandise revenue |
|
|
305,410 |
|
|
|
354,485 |
|
Other revenues, net |
|
|
12,696 |
|
|
|
14,547 |
|
Total revenues |
|
|
945,166 |
|
|
|
1,059,718 |
|
Operating expenses: |
|
|
|
|
|
|
||
Fuel costs 1 |
|
|
533,794 |
|
|
|
605,413 |
|
Merchandise costs |
|
|
201,900 |
|
|
|
236,915 |
|
Site operating expenses |
|
|
155,873 |
|
|
|
177,239 |
|
Total operating expenses |
|
|
891,567 |
|
|
|
1,019,567 |
|
Operating income |
|
$ |
53,599 |
|
|
$ |
40,151 |
|
Fuel gallons sold |
|
|
194,737 |
|
|
|
225,063 |
|
Same store fuel gallons sold decrease (%) 2 |
|
|
(3.2 |
%) |
|
|
(6.2 |
%) |
Fuel contribution 3 |
|
$ |
93,266 |
|
|
$ |
85,273 |
|
Fuel margin, cents per gallon 4 |
|
|
47.9 |
|
|
|
37.9 |
|
Same store fuel contribution 2, 3 |
|
$ |
91,303 |
|
|
$ |
76,024 |
|
Same store merchandise sales decrease (%) 2 |
|
|
(0.5 |
%) |
|
|
(6.9 |
%) |
Same store merchandise sales excluding cigarettes |
|
|
0.4 |
% |
|
|
(5.2 |
%) |
Merchandise contribution 5 |
|
$ |
103,510 |
|
|
$ |
117,570 |
|
Merchandise margin 6 |
|
|
33.9 |
% |
|
|
33.2 |
% |
1 Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.
2 Same store is a common metric used in the convenience store industry. We consider 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.
3 Calculated as fuel revenue less fuel costs.
4 Calculated as fuel contribution divided by fuel gallons sold.
5 Calculated as merchandise revenue less merchandise costs.
6 Calculated as merchandise contribution divided by merchandise revenue.
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
Retail Revenues
For the three months ended March 31, 2026, fuel revenue decreased by $63.6 million, or 9.2%, compared to the first quarter of 2025. The decrease in fuel revenue was attributable to a decrease of 25.0 million gallons from retail stores that we closed or converted to dealer locations, as well as a decrease in same store gallons sold of 3.2%, or 6.3 million gallons, reflecting the challenging macroeconomic environment as well as severe weather conditions in the quarter in several markets in which we operate. These decreases were partially offset by a $0.15 per gallon increase in the average retail price of fuel in the first quarter of 2026 compared to the first quarter of 2025, primarily due to market factors.
For the three months ended March 31, 2026, merchandise revenue decreased by $49.1 million, or 13.8%, compared to the first quarter of 2025, primarily due to a decrease in merchandise revenue of $48.0 million from retail stores that we closed or converted to dealer locations as well as severe weather conditions in the quarter in several markets in which we operate. Same store merchandise sales decreased $1.6 million, or 0.5%, for the first quarter of 2026 compared to the first quarter of 2025, and same store merchandise sales excluding cigarettes returned to growth for the first time in two years, reflecting improved execution, sharper promotions, and stronger customer engagement. The decline in same store merchandise revenue was caused primarily by lower revenues from cigarettes.
30
For the three months ended March 31, 2026, other revenues, net decreased by $1.9 million, or 12.7%, compared to the first quarter of 2025, due to a decrease in other revenues from retail stores that we closed or converted to dealer locations.
Retail Operating Income
For the three months ended March 31, 2026, fuel contribution increased by $8.0 million, or 9.4%, compared to the first quarter of 2025, primarily due to a same store fuel contribution increase of $15.3 million, or 20.1%. Same store fuel margin per gallon for the first quarter of 2026 increased to 48.0 cents per gallon from 38.7 cents per gallon for the first quarter of 2025, primarily as a result of significant volatility in the fuel market due to the geopolitical environment. Offsetting this increase was a $7.8 million decrease in fuel contribution related to retail stores that we closed or converted to dealer locations compared to the first quarter of 2025.
For the three months ended March 31, 2026, merchandise contribution decreased by $14.1 million, or 12.0%, compared to the first quarter of 2025, while merchandise margin increased to 33.9% from 33.2% in the first quarter of 2025. The decrease in merchandise contribution was due to a $13.7 million decrease related to retail stores that we closed or converted to dealer locations and a $0.6 million decrease in same store merchandise contribution. Same store merchandise margin was 33.9% in both the first quarter of 2026 and the first quarter of 2025.
For the three months ended March 31, 2026, site operating expenses decreased by $21.4 million, or 12.1%, compared to the first quarter of 2025, primarily due to $26.7 million of reduced expenses related to retail stores that we closed or converted to dealer locations, partially offset by an increase in same store operating expenses of $4.8 million, or 3.3%, primarily due to higher personnel costs, credit card fees, utilities and rent.
Wholesale Segment
The table below shows the results of the wholesale segment for the three months ended March 31, 2026 and 2025, together with certain key metrics for the segment.
|
|
For the Three Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenues: |
|
(in thousands) |
|
|||||
Fuel revenue |
|
$ |
673,855 |
|
|
$ |
630,060 |
|
Other revenues, net |
|
|
16,530 |
|
|
|
10,352 |
|
Other revenues, net – inter-segment |
|
|
524 |
|
|
|
— |
|
Total revenues |
|
|
690,909 |
|
|
|
640,412 |
|
Operating expenses: |
|
|
|
|
|
|
||
Fuel costs 1 |
|
|
650,964 |
|
|
|
610,013 |
|
Site operating expenses |
|
|
16,933 |
|
|
|
11,769 |
|
Total operating expenses |
|
|
667,897 |
|
|
|
621,782 |
|
Operating income |
|
$ |
23,012 |
|
|
$ |
18,630 |
|
Fuel gallons sold – fuel supply locations |
|
|
198,400 |
|
|
|
191,077 |
|
Fuel gallons sold – consignment agent locations |
|
|
35,540 |
|
|
|
36,515 |
|
Fuel margin, cents per gallon 2 – fuel supply locations |
|
|
6.4 |
|
|
|
6.0 |
|
Fuel margin, cents per gallon 2 – consignment agent locations |
|
|
28.8 |
|
|
|
23.5 |
|
1 Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.
2 Calculated as fuel revenue less fuel costs divided by fuel gallons sold.
Note: Information disclosed on a “comparable wholesale sites” basis excludes wholesale sites added through retail stores 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 discussion of this non-GAAP performance measure.
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
Wholesale Revenues
For the three months ended March 31, 2026, fuel revenue increased by $43.8 million, or 7.0%, compared to the first quarter of 2025, primarily due to a 6.3 million, or 2.8%, increase in gallons sold, as well as an increase in the average price of fuel in the first quarter of 2026 compared to the first quarter of 2025. Of total gallons sold, the retail stores that we converted to dealer locations contributed 18.8 million gallons, which were partially offset by lower volumes at comparable wholesale sites, reflecting the challenging macroeconomic environment, as well as severe weather conditions in the quarter in several markets in which we operate.
31
For the three months ended March 31, 2026 and 2025, other revenues, net increased by $6.2 million compared to the first quarter of 2025, primarily due to the retail stores we converted to dealer locations.
Wholesale Operating Income
For the three months ended March 31, 2026, wholesale operating income increased by $4.4 million compared to the first quarter of 2025 as a result of additional operating income from retail stores converted to dealer locations combined with increased operating income at comparable wholesale sites. An increase in other revenues, net, combined with an increase in fuel contribution of $2.8 million was partially offset by an increase in site operating expenses of $5.2 million in the first quarter of 2026 compared to the first quarter of 2025. These increases were primarily due to the retail stores we converted to dealer locations.
At fuel supply locations, fuel contribution increased by $1.2 million for the first quarter of 2026 compared to the first quarter of 2025, due to $1.6 million of incremental contribution from the retail stores converted to dealer locations, which was partially offset by lower fuel contribution at comparable wholesale sites. At consignment agent locations, fuel contribution increased $1.6 million for the first quarter of 2026 compared to the first quarter of 2025, due to $0.5 million of incremental contribution from the retail stores converted to dealer locations as well as higher fuel contribution at comparable wholesale sites. At both fuel supply locations and consignment agent locations, fuel margin per gallon increased, primarily as a result of significant volatility in the fuel market due to the geopolitical environment and increased prompt pay discounts related to higher fuel costs.
Fleet Fueling Segment
The table below shows the results of the fleet fueling segment for the three months ended March 31, 2026 and 2025, together with certain key metrics for the segment.
|
|
For the Three Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenues: |
|
(in thousands) |
|
|||||
Fuel revenue |
|
$ |
127,299 |
|
|
$ |
118,406 |
|
Other revenues, net |
|
|
2,241 |
|
|
|
2,118 |
|
Total revenues |
|
|
129,540 |
|
|
|
120,524 |
|
Operating expenses: |
|
|
|
|
|
|
||
Fuel costs 1 |
|
|
110,554 |
|
|
|
103,104 |
|
Site operating expenses |
|
|
7,031 |
|
|
|
6,428 |
|
Total operating expenses |
|
|
117,585 |
|
|
|
109,532 |
|
Operating income |
|
$ |
11,955 |
|
|
$ |
10,992 |
|
Fuel gallons sold – proprietary cardlock locations |
|
|
30,517 |
|
|
|
31,918 |
|
Fuel gallons sold – third-party cardlock locations |
|
|
3,446 |
|
|
|
3,175 |
|
Fuel margin, cents per gallon 2 – proprietary cardlock locations |
|
|
52.2 |
|
|
|
46.1 |
|
Fuel margin, cents per gallon 2 – third-party cardlock locations |
|
|
23.4 |
|
|
|
18.7 |
|
1 Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.
2 Calculated as fuel revenue less fuel costs divided by fuel gallons sold.
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
Fleet Fueling Revenues
For the three months ended March 31, 2026, fuel revenue increased by $8.9 million, or 7.5%, compared to the first quarter of 2025. The increase in fuel revenue was primarily due to an increase in the average price of fuel in the first quarter of 2026 compared to the first quarter of 2025, which was partially offset by 3.2% decrease in gallons sold.
For the three months ended March 31, 2026 and 2025, other revenues, net increased by $0.1 million compared to the first quarter of 2025.
Fleet Fueling Operating Income
For the three months ended March 31, 2026, fuel contribution increased by $1.4 million compared to the first quarter of 2025. At proprietary cardlocks, fuel contribution increased by $1.2 million, and fuel margin per gallon also increased for the first quarter of 2026 compared to the first quarter of 2025, and at third-party cardlock locations, fuel contribution increased $0.2 million, and fuel
32
margin per gallon increased for the first quarter of 2026 compared to the first quarter of 2025. These increases were primarily due to favorable diesel margins as a result of significant volatility in the fuel market due to the geopolitical environment.
For the three months ended March 31, 2026, site operating expenses increased $0.6 million compared to the three months ended March 31, 2025.
GPMP Segment
The table below shows the results of the GPMP segment for the three months ended March 31, 2026 and 2025, together with certain key metrics for the segment.
|
|
For the Three Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenues: |
(in thousands) |
|
||||||
Fuel revenue – inter-segment 1 |
|
$ |
1,236,968 |
|
|
$ |
1,166,503 |
|
Fuel revenue – external customers |
|
|
— |
|
|
|
496 |
|
Other revenues, net |
|
|
171 |
|
|
|
155 |
|
Other revenues, net – inter-segment 1 |
|
|
1,481 |
|
|
|
2,713 |
|
Total revenues |
|
|
1,238,620 |
|
|
|
1,169,867 |
|
Operating expenses: |
|
|
|
|
|
|
||
Fuel costs |
|
|
1,210,682 |
|
|
|
1,145,273 |
|
General and administrative expenses |
|
|
510 |
|
|
|
828 |
|
Depreciation and amortization |
|
|
1,812 |
|
|
|
1,840 |
|
Total operating expenses |
|
|
1,213,004 |
|
|
|
1,147,941 |
|
Operating income |
|
$ |
25,616 |
|
|
$ |
21,926 |
|
Fuel gallons sold – inter-segment |
|
|
438,074 |
|
|
|
434,518 |
|
Fuel gallons sold – external customers |
|
|
— |
|
|
|
148 |
|
Fuel margin, cents per gallon 2 |
|
|
6.0 |
|
|
|
5.0 |
|
1 Includes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.
2 Calculated as fuel revenue less fuel costs divided by fuel gallons sold.
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
GPMP Revenues
For the three months ended March 31, 2026, fuel revenue increased by $70.0 million, or 6.0%, compared to the first quarter of 2025. The increase in fuel revenue was primarily attributable to an increase in the average price of fuel compared to the first quarter of 2025 and greater gallons sold in the first quarter of 2026 compared to the first quarter of 2025 as a result of gallons in the fleet fueling segment which transitioned to a fixed margin beginning February 1, 2026, partially offset by fewer gallons sold to the retail same stores and to comparable wholesale sites.
For the three months ended March 31, 2026 and 2025, other revenues, net were similar. The inter-segment fixed fee charged to sites in the fleet fueling segment was transitioned to a fixed margin beginning February 1, 2026. As a result, other revenues, net – inter-segment decreased in the first quarter of 2026 compared to the first quarter of 2025.
GPMP Operating Income
Fuel contribution increased by $4.6 million for the first quarter of 2026 compared to the first quarter of 2025, primarily due to an increase in the fixed margin from 5.0 cents per gallon sold for the first quarter of 2025 to 6.0 cents per gallon sold for the first quarter of 2026, as well as the transition of sites in the fleet fueling segment to a fixed margin from a fixed fee beginning February 1, 2026, partially offset by fewer gallons sold to the retail same stores and to comparable wholesale sites.
For the three months ended March 31, 2026, general and administrative expenses decreased by $0.3 million compared to the first quarter of 2025, and depreciation and amortization expenses remained consistent with the first quarter of 2025.
33
Use of Non-GAAP Measures
We disclose certain measures on a “same store basis,” which is a non-GAAP measure. Information disclosed on a “same store basis” excludes the results of any store that is not a “same store” for the applicable period. A store is considered a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. We believe that this information is useful for our investors, securities analysts, and other interested parties by providing greater comparability regarding our 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”).
We disclose 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 retail stores converted to dealer locations until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. We believe that this information is useful for our investors, securities analysts, and other interested parties by providing greater comparability regarding our ongoing operating performance.
We define EBITDA as net income (loss) including net income attributable to non-controlling interests 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 and divestiture costs, share-based compensation expense, other non-cash items, certain litigation expenses and other unusual or non-recurring charges. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures.
We use EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating our performance because they eliminate certain items that we do not consider indicators of our operating performance. EBITDA and Adjusted EBITDA are also used by many of our investors, securities analysts, and other interested parties in evaluating our operational and financial performance across reporting periods. We believe that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that we use internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing our operating performance.
EBITDA and Adjusted EBITDA should not be considered as alternatives to any financial measure presented in accordance with GAAP, including net income (loss). These non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as substitutes for the analysis of our results as reported under GAAP. We strongly encourage investors to review our 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, same store measures, comparable wholesale sites, EBITDA and Adjusted EBITDA, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of these non-GAAP financial measures with those used by other companies.
The following table contains a reconciliation of net loss to EBITDA and Adjusted EBITDA for the three months ended March 31, 2026 and 2025.
|
|
For the Three Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Net loss, including net income attributable to non-controlling |
|
$ |
(5,593 |
) |
|
$ |
(12,672 |
) |
Interest and other financing expenses, net |
|
|
18,145 |
|
|
|
13,851 |
|
Income tax benefit |
|
|
(2,496 |
) |
|
|
(12,922 |
) |
Depreciation and amortization |
|
|
32,371 |
|
|
|
34,887 |
|
EBITDA |
|
|
42,427 |
|
|
|
23,144 |
|
Acquisition and divestiture costs (a) |
|
|
1,998 |
|
|
|
1,150 |
|
APC IPO costs (b) |
|
|
363 |
|
|
|
— |
|
Loss on disposal of assets and impairment charges (c) |
|
|
2,073 |
|
|
|
1,528 |
|
Share-based compensation expense (d) |
|
|
3,981 |
|
|
|
3,336 |
|
Income from equity investment (e) |
|
|
(19 |
) |
|
|
(21 |
) |
Adjustment to contingent consideration (f) |
|
|
— |
|
|
|
(66 |
) |
Expenses related to wage and hour claim settlement (g) |
|
|
— |
|
|
|
2,023 |
|
Other (h) |
|
|
104 |
|
|
|
(239 |
) |
Adjusted EBITDA |
|
$ |
50,927 |
|
|
$ |
30,855 |
|
34
|
|
|
|
|
|
|
||
Additional information |
|
|
|
|
|
|
||
Non-cash rent expense (i) |
|
$ |
2,380 |
|
|
$ |
3,307 |
|
Liquidity and Capital Resources
Our primary sources of liquidity are cash flows from operations, availability under our credit facilities and our cash balances. Our principal liquidity requirements are the financing of current operations, funding capital expenditures (including acquisitions), and servicing debt. We finance our inventory purchases primarily from customary trade credit aided by relatively rapid inventory turnover, as well as cash generated from operations. Rapid inventory turnover allows us to conduct operations without the need for large amounts of cash and working capital. We largely rely on internally generated cash flows and borrowings for operations, which we believe are sufficient to meet our liquidity needs for the foreseeable future.
Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, as well as the cost of acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness, depending on market conditions. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions, or other events may cause us to seek additional debt or equity financing in future periods. Additional debt financing could impose increased cash payment obligations, as well as covenants that may restrict our operations. There can be no guarantee that financing will be available on acceptable terms or at all. As of March 31, 2026, approximately 36.0% of our debt bore interest at variable rates, compared to 50% as of December 31, 2025, which reduced our interest rate risk. We may require that we use more of our cash flow for the payment of interest if prevailing interest rates increase or we incur additional indebtedness under our variable rate facilities or otherwise. See also “Quantitative and Qualitative Disclosures about Market Risk—Interest Rate Risk.”
As of March 31, 2026, we were in a strong liquidity position of approximately $1.1 billion, consisting of approximately $272 million of cash and cash equivalents and approximately $794 million of availability under our lines of credit available for certain purposes. This liquidity position currently provides us with adequate funding to satisfy our contractual and other obligations from our existing cash balances. As of March 31, 2026, we had no outstanding borrowings under our aggregate $140.0 million PNC Lines of Credit (as defined below), $36.9 million of unused availability under the M&T equipment line of credit, described below, and $625.4 million of unused availability under our $800 million Capital One Line of Credit (as defined below), which we may elect to increase up to $1.0 billion, subject to obtaining additional financing commitments from current lenders or other banks, and subject to certain
35
other terms. Our liquidity position increased significantly following the closing of the APC IPO and the use of the proceeds to repay approximately $206.7 million of the indebtedness under our Capital One Line of Credit.
The Board declared, and the Company paid, dividends of $0.03 per share of common stock on March 20, 2026, totaling $3.4 million. Additionally, the Board declared a quarterly dividend of $0.03 per share of common stock, to be paid on May 29, 2026 to stockholders of record as of May 18, 2026. The amount and timing of dividends payable on our common stock are within the sole discretion of our Board, which will evaluate dividend payments within the context of our overall capital allocation strategy on an ongoing basis, giving consideration to our current and forecast earnings, financial condition, cash requirements and other factors. There can be no assurance that we will continue to pay such dividends or the amounts of such dividends.
To date, we have funded capital expenditures primarily through funds generated from operations, funds received from vendors, sale-leaseback transactions, the issuance of debt and existing cash. Future capital required to finance operations, acquisitions, remodel and update stores, and add NTI retail stores and fleet fueling locations is expected to come from cash on hand, cash generated by operations, availability under our lines of credit, and additional long-term debt and equipment leases, as circumstances may dictate. In the short- to medium-term, we currently expect that our capital spending program will be primarily focused on remodeling and updating stores, including as part of our Transformation Plan, adding NTI retail stores and fleet fueling locations, strategic acquisitions and maintaining our properties and equipment. In the medium- to long-term, we currently expect that our capital spending program will align with our Transformation Plan. We do not expect such capital needs to adversely affect liquidity.
Cash Flows for the Three Months Ended March 31, 2026 and 2025
Net cash provided by (used in) operating activities, investing activities and financing activities for the three months ended March 31, 2026 and 2025 was as follows:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
18,670 |
|
|
$ |
43,402 |
|
Investing activities |
|
|
(29,354 |
) |
|
|
(26,904 |
) |
Financing activities |
|
|
(23,897 |
) |
|
|
(19,365 |
) |
Effect of exchange rates |
|
|
11 |
|
|
|
(4 |
) |
Total |
|
$ |
(34,570 |
) |
|
$ |
(2,871 |
) |
Operating Activities
Cash flows provided by operations are our main source of liquidity. We have historically relied primarily on cash provided by operating activities, supplemented as necessary from time to time by borrowings on our credit facilities and other debt or equity transactions to finance our operations and to fund our capital expenditures. Cash flow provided by operating activities is primarily impacted by our net income and changes in working capital.
For the three months ended March 31, 2026, cash flows provided by operating activities were $18.7 million compared to $43.4 million for the three months ended March 31, 2025. The decrease for the first quarter of 2026 as compared to the prior year period was primarily the result of higher fuel prices which increased the cost of inventory and other working capital requirements and changes in working capital as a result of the day of the week on which the first quarter ended, which were partially offset by an increase in Adjusted EBITDA and lower net interest payments.
Investing Activities
Cash flows used in investing activities primarily reflect capital expenditures for acquisitions, growth and replacing and maintaining existing facilities and equipment used in the business.
For the three months ended March 31, 2026, cash used in investing activities increased by $2.5 million compared to the three months ended March 31, 2025. For the three months ended March 31, 2026, we used $30.3 million for capital expenditures, including the purchase of fee properties, investments in NTI retail stores and fleet fueling locations and remodeling of new format stores, EV chargers, upgrades to fuel dispensers and other investments in our stores.
Financing Activities
Cash flows from financing activities primarily consist of increases and decreases in the principal amount of lines of credit and other indebtedness, and the issuance of common stock, net of dividends paid and common stock repurchases.
36
For the three months ended March 31, 2026, financing activities consisted primarily of proceeds of $207.3 million, net of underwriting discounts, commissions and costs, from the APC IPO, net repayments of $213.8 million for long-term debt including the use of proceeds from the APC IPO to repay approximately $206.7 million of the indebtedness under our Capital One Line of Credit, repayments of $8.4 million for financing leases, $3.4 million for dividend payments on common stock, $1.4 million for dividend payments on the Series A redeemable preferred stock and $4.3 million for common stock repurchases related to vesting of restricted stock.
Credit Facilities and Senior Notes
Senior Notes
As of March 31, 2026, the Company had outstanding $450 million aggregate principal amount of its 5.125% Senior Notes due 2029 (the “Senior Notes”). Issued in October 2021, the Senior Notes are guaranteed, on an unsecured senior basis, by certain of the Company’s domestic subsidiaries (the “Guarantors”). The indenture governing the Senior Notes contains customary restrictive covenants that, among other things, generally limit the ability of the Company and substantially all of its subsidiaries to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on subordinated debt, (iii) place limitations on distributions from certain subsidiaries, (iv) issue or sell the capital stock of certain subsidiaries, (v) sell assets, (vi) enter into transactions with affiliates, (vii) effect mergers and (viii) incur indebtedness. The Senior Notes and the guarantees rank equally in right of payment with all of the Company’s and the Guarantors’ respective existing and future senior unsubordinated indebtedness and are effectively subordinated to all of the Company’s and the Guarantors’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and are structurally subordinated to any existing and future obligations of subsidiaries of the Company that are not Guarantors.
Financing Agreement with PNC Bank, National Association (“PNC”)
GPM and certain subsidiaries have financing arrangements (the “PNC Credit Agreements”) with PNC to provide lines of credit with an aggregate principal amount of up to $140 million for purposes of financing working capital (the “PNC Lines of Credit”).
In connection with the consummation of the APC IPO, we separated our original PNC Line of Credit into two distinct, but substantially identical, credit facilities. We amended and restated our original single facility to, among other things, remove APC’s subsidiaries as co-borrowers and reduce the principal amount available thereunder from $140 million to up to $56 million. Concurrently, APC and certain of APC’s subsidiaries entered into a separate amended and restated credit agreement with PNC providing for an aggregate principal amount available thereunder of up to $84 million. In connection with the amendment, the maturity date for the PNC Credit Agreements was extended from December 22, 2027 to the earliest of: (i) February 13, 2031, (ii) the date that is six months prior to the maturity date of the Senior Notes or any permitted refinancing thereof, subject to certain conditions, and (iii) the date that is six months prior to the maturity date of the Capital One Line of Credit.
The PNC Lines of Credit bear interest, as elected by the applicable borrower at: (a) SOFR Adjusted plus Term SOFR (as defined in the PNC Credit Agreements) plus a margin of 1.25% to 1.75% or (b) a rate per annum equal to the alternate base rate (as defined in the PNC Credit Agreements) plus a margin of 0% to 0.50%. Every quarter, the SOFR margin rate and the alternate base rate margin rate are updated based on the quarterly average undrawn availability of the applicable line of credit. The calculation of the availability under the PNC Lines of Credit is determined monthly subject to terms and limitations as set forth in the PNC Credit Agreements, taking into account the balances of receivables, inventory and letters of credit, among other things. As of March 31, 2026, an aggregate of $8.5 million of letters of credit was outstanding under the PNC Credit Agreements.
Financing Agreements with M&T Bank
GPM had a financing arrangement with M&T Bank (the “M&T Credit Agreement”) that provides a line of credit for up to $45.0 million to purchase equipment, which may be borrowed in tranches, as well as real estate loans (the “M&T Term Loans”).
Each additional equipment loan tranche will have a term of up to five years after the date of the applicable tranche’s issuance, payable in equal monthly payments of principal plus interest of, at GPM’s discretion, either a fixed rate based on M&T Bank’s five-year cost of funds as of the applicable date of each tranche plus 2.25%, or a floating rate at SOFR plus 2.25%. The M&T Term Loans bear interest at SOFR plus 2.25%, mature in June 2026, November 2028 or May 2030 (depending on the loan) and are payable in monthly installments based on a fifteen-year amortization schedule, with the balance of each loan payable at maturity.
In connection with the consummation of the APC IPO, the M&T Credit Agreement was amended to remove APC’s subsidiaries as borrowers or guarantors thereunder, and APC’s assets that previously served as collateral under the M&T Credit Agreement were released from M&T’s security interest.
37
In addition, on February 11, 2026, GPM refinanced and consolidated its M&T Term Loans and certain of its borrowing under the equipment line of credit into a term loan with an aggregate principal balance of $73.0 million and a maturity date of February 10, 2031, and $8.3 million aggregate amount borrowed under the equipment line of credit. The equipment line of credit was extended to purchase equipment on or before February 2031. As of March 31, 2026, $72.6 million of the M&T Term Loans was outstanding, $8.1 million of the equipment line of credit was outstanding and $36.9 million remained available under the equipment line of credit.
Financing Agreement with a Syndicate of Banks Led by Capital One, National Association (“Capital One”)
GPMP has a revolving credit facility with a syndicate of banks led by Capital One, National Association, in an aggregate principal amount of up to $800 million (the “Capital One Line of Credit”). At GPMP’s request, the Capital One Line of Credit can be increased up to $1.0 billion, subject to obtaining additional financing commitments from current lenders or from other banks, and subject to certain terms as detailed in the Capital One Line of Credit. The Capital One Line of Credit is available for general GPMP purposes, including working capital, capital expenditures and permitted acquisitions.
The Capital One Line of Credit bears interest, as elected by GPMP at: (a) Adjusted Term SOFR (as defined in the agreement) plus a margin of 2.25% to 3.25% or (b) a rate per annum equal to the alternate base rate (as defined in the agreement) plus a margin of 1.25% to 2.25%. The margin is determined according to a formula in the Capital One Line of Credit that depends on GPMP’s leverage.
On January 13, 2026, GPMP entered into an amendment to the Capital One Line of Credit, and during the quarter ended March 31, 2026, $206.7 million of the net proceeds from the APC IPO were used to repay the indebtedness under the Capital One Line of Credit. Additionally, GPMP entered into certain pledge and security agreements whereby the Capital One Line of Credit is secured by GPM Empire LLC’s interest in, and proceeds from, APC’s agreements with the Company and APC’s fuel supply agreements with certain of its fuel supply partners and a pledge of APC’s equity interests in GPMP.
The Capital One Line of Credit matures on May 5, 2028. As of March 31, 2026, $174.1 million was drawn on the Capital One Line of Credit, an aggregate of $0.5 million of letters of credit was outstanding under the Capital One Line of Credit and $625.4 million was available thereunder.
Additionally, the Capital One Line of Credit limits GPMP’s ability to pay dividends to APC to the extent of its available cash, which is generally the amount of cash and cash equivalents of GPMP and its subsidiaries less certain cash reserves, as determined by GPM Petroleum GP, LLC, GPMP’s general partner.
Critical Accounting Estimates
During the three months ended March 31, 2026, the Company no longer considers the impairment of goodwill to be a critical accounting estimate due to both of the reporting units’ fair values to which the goodwill was attributed now materially exceeding their respective carrying amounts, reducing sensitivity to key assumptions.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Commodity Price Risk
We have limited exposure to commodity price risk as a result of the payment and volume-related discounts in certain of our fuel supply contracts with our fuel suppliers, which are based on the market price of motor fuel. Significant increases in fuel prices could result in significant increases in the retail price of fuel and in lower sales to consumers and dealers. When fuel prices rise, some of our dealers may have insufficient credit to purchase fuel from us at their historical volumes. In addition, significant and persistent increases in the retail price of fuel could also diminish consumer demand, which could subsequently diminish the volume of fuel we distribute. A significant percentage of our sales are made with the use of credit cards. Because the interchange fees we pay when credit cards are used to make purchases are based on transaction amounts, higher fuel prices at the pump and higher gallon movements result in higher credit card expenses. These additional fees increase operating expenses. From time to time, we make use of derivative commodity instruments to manage risks associated with an immaterial number of gallons designed to offset changes in the price of fuel that are directly tied to firm commitments to purchase diesel fuel.
Interest Rate Risk
We may be subject to market risk from exposure to changes in interest rates based on our financing, investing, and cash management activities. The Senior Notes bear a fixed interest rate, therefore, an increase or decrease in prevailing interest rates has no impact on our debt service for the Senior Notes. As of March 31, 2026, the interest rate on our Capital One Line of Credit was 6.0%, and the interest rate on our M&T Term Loans and M&T equipment loans was 5.9%. As of March 31, 2025, the interest rate on our
38
Capital One Line of Credit was 7.2%, the interest rate on our M&T Term Loans was 7.3% and the interest rate on the variable portion of our M&T equipment loans was 7.1% (approximately $11.7 million of the total loan). As of March 31, 2026, approximately 36.0% of our debt bore interest at variable rates. Based on the outstanding balances as of March 31, 2026, if our applicable interest rates each increase by 1%, then our debt service on an annual basis would increase by approximately $2.6 million. Interest rates on commercial bank borrowings and debt offerings could be higher than current levels, causing our financing costs to increase accordingly. Although this could limit our ability to raise funds in the debt capital markets, we expect to remain competitive with respect to acquisitions and capital projects, as our competitors would likely face similar circumstances.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on management’s evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026.
Changes to the Company’s Internal Control Over Financial Reporting
There were no changes to the Company’s internal control over financial reporting that occurred during the calendar quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
39
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
During the reporting period covered by this Quarterly Report on Form 10-Q, there have been no material changes to the description of legal proceedings as set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 1A. Risk Factors
During the reporting period covered by this Quarterly Report on Form 10-Q, there have been no material changes to our risk factors as set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents our share repurchase activity for the quarter ended March 31, 2026 (dollars in thousands, except per share amounts):
Period |
|
Total Number of Shares Purchased |
|
|
Average Price Paid per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs |
|
||||
January 1, 2026 to January 31, 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
February 1, 2026 to February 28, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
March 1, 2026 to March 31, 2026 (1) |
|
|
669,217 |
|
|
|
6.41 |
|
|
|
669,217 |
|
|
|
— |
|
Total |
|
|
669,217 |
|
|
$ |
6.41 |
|
|
|
669,217 |
|
|
$ |
— |
|
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Trading Plans
On
On
40
Item 6. Exhibits
Exhibit 10.1+ |
|
|
|
|
|
Exhibit 10.2+
|
|
|
|
|
|
Exhibit 10.3+
|
|
|
|
|
|
Exhibit 10.4+
|
|
|
|
|
|
Exhibit 10.5++ |
|
|
|
|
|
Exhibit 31.1* |
|
|
|
|
|
Exhibit 31.2* |
|
|
|
|
|
Exhibit 32.1** |
|
|
|
|
|
Exhibit 32.2** |
|
|
|
|
|
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, (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) |
+ Pursuant to Item 601(b)(10)(iv) of Regulation S-K, portions of this exhibit have been omitted because the Company customarily and actually treats the omitted portions as private or confidential, and such portions are not material and would likely cause competitive harm to the Company if publicly disclosed. The Company will supplementally provide a copy of an unredacted copy of this exhibit to the U.S. Securities and Exchange Commission or its staff upon request.
++ Indicates management contract or compensatory plan arrangement.
# Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish a copy of all omitted schedules and exhibits to the SEC upon its request.
* Filed herewith.
** Furnished herewith.
41
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 thereunto duly authorized.
Date: May 7, 2026 |
|
ARKO Corp. |
|
|
|
|
By: |
/s/ Galagher Jeff |
|
Name: |
Galagher Jeff |
|
Title: |
Executive Vice President and Chief Financial Officer |
|
|
(on behalf of the Registrant and as Principal Financial and Accounting Officer) |
42
Exhibit 31.1
CERTIFICATION
I, Arie Kotler, certify that:
|
|
|
|
|
|
|
|
||||
|
/s/ Arie Kotler |
||||
Date: May 7, 2026 |
Arie Kotler |
||||
|
Chairman of the Board, President and Chief Executive Officer |
||||
Exhibit 31.2
CERTIFICATION
I, Galagher Jeff, certify that:
|
|
|
|
|
|
Date: May 7, 2026 |
/s/ Galagher Jeff |
||||
|
Galagher Jeff |
||||
|
Executive Vice President and Chief Financial Officer |
||||
Exhibit 32.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant section 906 of the Sarbanes-Oxley Act of 2002, I, Arie Kotler, Chief Executive Officer of ARKO Corp. (the “Company”), hereby certify that:
The Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
Date: May 7, 2026 |
/s/ Arie Kotler |
||||
|
Arie Kotler |
||||
|
Chairman of the Board, President and Chief Executive Officer |
||||
Exhibit 32.2
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant section 906 of the Sarbanes-Oxley Act of 2002, I, Galagher Jeff, Chief Financial Officer of ARKO Corp. (the “Company”), hereby certify that:
The Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
Date: May 7, 2026 |
/s/ Galagher Jeff |
||||
|
Galagher Jeff |
||||
|
Executive Vice President and Chief Financial Officer |
||||