RICHMOND, Va., Aug. 06, 2026 (GLOBE NEWSWIRE) — ARKO Petroleum Corp. (Nasdaq: APC) (“APC” or the “Company”), one of the largest wholesale fuel distributors in the United States, today announced financial results for the second quarter ended June 30, 2026 and reaffirms full-year financial 2026 guidance.

Second Quarter 2026 Key Highlights (vs. Year-Ago Period) 1,2

  • Net income for the quarter increased to $12.2 million compared to $10.0 million.
  • Adjusted EBITDA for the quarter increased to $39.8 million compared to $38.3 million.
  • Net cash provided by operating activities for the quarter was $10.4 million compared to $23.2 million.
  • Discretionary Cash Flow for the quarter was $27.1 million compared to $24.2 million.
  • Total debt, net was $184.7 million and Net Debt was $324.2 million, in each case, as of June 30, 2026.

Strategic Acquisition Announcement

  • Today announced entering into an agreement to acquire the business of U.S. Petroleum Partners, LLC (“USPP”), a vertically integrated fuel supply and distribution platform serving customers throughout Great Lakes region. The strategic transaction would meaningfully expand APC’s platform and accelerate the growth strategy outlined at the time of its initial public offering.
  • The acquisition is expected to increase the Company’s annual fuel volumes by approximately 280 million gallons, or approximately 14% on a trailing twelve-months basis, by adding more than 400 dealer locations and meaningfully enhance the Company’s commercial and operational scale.
  • The acquisition is expected to be accretive and add approximately $30 million of annual Adjusted EBITDA and enhance Discretionary Cash Flow, further strengthening the Company’s earnings diversification and cash generation capability.
  • The acquisition is expected to strengthen supplier relationships, enhance vertical integration and expand fee based earnings streams through the addition of two fuel terminals and expanded transportation capabilities. These assets are expected to create additional opportunities for future earnings growth through increased throughput, operational synergies and future acquisition opportunities.
  • The consideration at closing will consist of approximately $205 million in cash plus the cost of inventory. Additionally, at closing the Company will issue $30 million in APC Class A common stock that will be held in escrow and released to the seller subject to the acquired business achieving certain EBITDA-based financial targets of the acquired business in the first four full quarters after closing.

Additional details regarding the transaction, including the strategic and financial highlights, can be found in a separate press release and investor presentation issued by the Company today and available on the Investor Relations section of the Company’s website at www.arkopetroleum.com.

1 See Use of Non-GAAP Measures below.
2 All figures for fuel costs, fuel contribution and fuel margin per gallon (other than related party) exclude the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

Other Key Highlights

  • As part of the ongoing transformation plan of the Company’s controlling stockholder, ARKO Corp. (Nasdaq: ARKO) (“ARKO Parent”), 21 ARKO retail convenience stores that sell fuel (“ARKO Retail Sites”) were converted to dealer locations in the Company’s wholesale segment during the second quarter of 2026, bringing total conversions since program inception in 2024 to 471 sites. ARKO Parent has approximately 70 additional sites committed either under letter of intent, under contract or already converted since quarter end. The Company expects to complete these conversions, along with additional conversions, throughout 2026 and into 2027.
  • The Company is targeting opening 20 new fleet fueling locations in 2026, of which one opened in March 2026, two opened in July 2026, and 17 are in process, reflecting the attractive, durable cash flow profile of its fleet fueling business.
  • The Board of Directors declared a quarterly dividend of $0.50 per share of common stock to be paid on August 28, 2026 to stockholders of record as of August 18, 2026, which is consistent with an expected annual dividend rate of $2.00 per share.

“APC delivered another quarter of strong execution, highlighted by growth in Adjusted EBITDA and Discretionary Cash Flow,” said Arie Kotler, Chairman, President and Chief Executive Officer of APC. “We saw growth in operating income across all three of our segments, which we believe underscores the resilience of our platform, enabling us to perform even during volatile market conditions. Our strong first-half results reinforce our confidence in the stability of our cash flow generation, and we believe that we remain well positioned to deliver on our full-year guidance.”

Mr. Kotler continued “We also announced that we agreed to acquire the business of U.S. Petroleum Partners, which represents an important milestone in our growth story. We intentionally positioned APC with a strong balance sheet, significant liquidity and financial flexibility at the time of our IPO so we could pursue accretive and highly strategic opportunities like this one. This transaction is expected to expand our predominantly fee-based and fixed-margin earnings profile, enhance our cash flow generation capabilities and strengthen our ability to create long-term value for shareholders. Combined with our continued organic growth initiatives and disciplined capital allocation strategy, we believe APC is entering an exciting new phase of growth.”

Second Quarter 2026 Segment Highlights

Wholesale Segment

  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
  2026     2025     2026     2025
  (in thousands)
Fuel gallons sold – fuel supply locations   203,578       213,529       401,978       404,606
Fuel gallons sold – consignment agent locations   37,183       38,929       72,723       75,444
Fuel contribution1– fuel supply locations $ 15,511     $ 13,484     $ 28,173     $ 24,937
Fuel contribution1– consignment agent locations $ 10,810     $ 11,905     $ 21,039     $ 20,499
Fuel margin, cents per gallon2– fuel supply locations   7.6       6.3       7.0       6.2
Fuel margin, cents per gallon2– consignment agent locations   29.1       30.6       28.9       27.2
                     
1Calculated as fuel revenue less fuel costs; excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.
2Calculated as fuel contribution divided by fuel gallons sold.
Note: Comparable wholesale sites exclude wholesale sites added through ARKO Retail Sites converted to dealer locations until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. Refer toUse of Non-GAAP Measuresbelow.

For the second quarter of 2026, wholesale operating income increased by $1.6 million compared to the second quarter of 2025 as a result of additional operating income from ARKO Retail Sites converted to dealer locations, which was partially offset by reduced operating income at comparable wholesale sites.

For the second quarter of 2026, fuel contribution increased by $0.9 million compared to the second quarter of 2025. Fuel contribution for the second quarter of 2026 at fuel supply locations increased by $2.0 million due to incremental contribution from ARKO Retail Sites converted to dealer locations. Fuel margin per gallon at fuel supply locations increased 1.3 cents per gallon compared to the second quarter of 2025, primarily as a result of increased prompt pay discounts related to higher fuel costs.

Fuel contribution for the second quarter of 2026 at consignment agent locations decreased $1.1 million due to reduced fuel contribution at comparable wholesale sites, which was partially offset by $0.5 million of incremental contribution from ARKO Retail Sites converted to dealer locations. Fuel margin per gallon at consignment agent locations decreased 1.5 cents per gallon compared to the second quarter of 2025, primarily due to margin compression during the second quarter of 2026, as market prices declined more quickly than the Company’s weighted average inventory cost.

For the second quarter of 2026, other revenues, net increased by $4.5 million, and site operating expenses increased by $4.2 million, in each case as compared to the second quarter of 2025, resulting primarily from ARKO Retail Sites converted to dealer locations.

Fleet Fueling Segment

  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
  2026     2025     2026     2025
  (in thousands)
Fuel gallons sold – proprietary cardlock locations   32,703       32,997       63,220       64,915
Fuel gallons sold – third-party cardlock locations   3,713       3,293       7,159       6,468
Fuel contribution1– proprietary cardlock locations $ 16,755     $ 17,070     $ 32,697     $ 31,776
Fuel contribution1– third-party cardlock locations $ 330     $ 698     $ 1,133     $ 1,294
Fuel margin, cents per gallon2– proprietary cardlock locations   51.2       51.7       51.7       49.0
Fuel margin, cents per gallon2– third-party cardlock locations   9.0       21.2       15.9       20.0
                     
1Calculated as fuel revenue less fuel costs; excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.
2Calculated as fuel contribution divided by fuel gallons sold.

For the second quarter of 2026, fuel contribution decreased by $0.7 million compared to the second quarter of 2025. At proprietary cardlocks, fuel contribution decreased by $0.3 million, and fuel margin per gallon also decreased for the second quarter of 2026 compared to the second quarter of 2025. At third-party cardlock locations, fuel contribution decreased $0.4 million, and fuel margin per gallon decreased for the second quarter of 2026 compared to the second quarter of 2025. These decreases were primarily due to higher than average fuel margins in the prior year, as well as margin compression during the second quarter of 2026, as indexed prices declined more quickly than the weighted average inventory cost.

GPMP Segment

  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
  2026     2025     2026     2025
  (in thousands)
Fuel gallons sold – inter-segment   277,313       246,703       532,655       469,561
Fuel gallons sold – related party locations   191,395       225,325       374,127       436,985
Fuel contribution1– related party locations $ 11,458     $ 11,266     $ 22,423     $ 21,849
Fuel margin, cents per gallon2– related party locations   6.0       5.0       6.0       5.0
                     
1Calculated as fuel revenue less fuel costs.
2Calculated as fuel contribution divided by fuel gallons sold.

For the second quarter of 2026, fuel revenue – related party increased by $111.9 million, or 18.5%, compared to the second quarter of 2025, resulting primarily from an increase in the average price of fuel in the second quarter of 2026 compared to the second quarter of 2025, which was partially offset by a 33.9 million, or 15.1%, decrease in gallons sold, reflecting the challenging macroeconomic environment as well as ARKO Retail Sites converted to dealer locations.

Fuel contribution – related party increased by $0.2 million for the second quarter of 2026 compared to the second quarter of 2025, primarily due to an increase in the fixed margin from 5.0 cents per gallon sold for the second quarter of 2025 to 6.0 cents per gallon sold for the second quarter of 2026, partially offset by fewer gallons sold to ARKO Retail Sites.

Liquidity and Capital Expenditures

As of June 30, 2026, the Company’s total liquidity was approximately $724 million, consisting of approximately $15 million of cash and cash equivalents and approximately $709 million of availability under the Company’s lines of credit. Total debt, net was approximately $184.7 million, resulting in Net Debt (as defined below) of approximately $324.2 million. For the quarter ended June 30, 2026, maintenance capital expenditures were $2.7 million and growth capital expenditures were $7.1 million, including the investments in new fleet fueling locations, purchase of fuel dispensers and other investments in the Company’s sites.

Quarterly Dividend

The Company’s ability to return cash to its stockholders through its cash dividend program is consistent with its capital allocation framework and reflects the Company’s confidence in the strength of its cash generation ability and strong financial position.

The Board declared a quarterly dividend of $0.50 per share of common stock to be paid on August 28, 2026 to stockholders of record as of August 18, 2026. This dividend is consistent with an expected annual dividend rate of $2.00 per share.

Segment Update

The following tables present certain information regarding changes in the wholesale, fleet fueling and GPMP segments for the periods presented:

  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
 
Wholesale Segment1 2026     2025     2026     2025  
Number of sites at beginning of period 2,126     1,961     2,099     1,922  
Newly opened or reopened sites2 13     4     24     10  
ARKO Retail Sites converted to dealer locations 21     70     62     129  
Closed or divested sites (31 )   (21 )   (56 )   (47 )
Number of sites at end of period 2,129     2,014     2,129     2,014  
                       
1Excludes bulk and spot purchasers.  
2Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.  

  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
 
Fleet Fueling Segment 2026     2025     2026     2025  
Number of sites at beginning of period 292     280     295     280  
Newly opened or reopened sites     8     1     9  
Closed or divested sites (2 )   (1 )   (6 )   (2 )
Number of sites at end of period 290     287     290     287  

  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
 
GPMP Segment – related party sites
(ARKO Retail Sites)
2026     2025     2026     2025  
Number of sites at beginning of period 1,056     1,296     1,095     1,356  
Newly opened or reopened sites 1         3     1  
ARKO Retail Sites converted to dealer locations (21 )   (70 )   (62 )   (129 )
Sites closed, divested or converted to rental (2 )       (2 )   (2 )
Number of sites at end of period 1,034     1,226     1,034     1,226  


Full Year 2026 Guidance

The Company is reaffirming its guidance disclosed in March 2026, and currently expects full year 2026 Adjusted EBITDA and Discretionary Cash Flow to be approximately $156 million and approximately $110 million, respectively.

The Company is not currently providing reconciliations of Adjusted EBITDA to net income or Discretionary Cash Flow to net cash provided by operating activities for the year ending December 31, 2026 due to the unavailability of certain required inputs for providing forecasts of such GAAP measures, and the related reconciliations, that are not available without unreasonable efforts, including depreciation and amortization related to the Company’s capital allocation as part of the Company’s focus on strategic and organic growth, as well as inputs related to working capital adjustments.

Conference Call and Webcast Details

The Company will host a conference call today, August 6, 2026, to discuss these results at 5:00 p.m. Eastern Time. Investors and analysts interested in participating in the live call can dial 877-407-8306 or 201-689-8481.

A simultaneous, live webcast will also be available on the Investor Relations section of the Company’s website at https://www.arkopetroleum.com/news-events/ir-calendar. The webcast will be archived for 30 days.

About ARKO Petroleum Corp.

ARKO Petroleum Corp. (Nasdaq: APC) is a growth-oriented, fuel distribution company and one of the largest wholesale fuel distributors by gallons in North America, supplying approximately 2 billion gallons of fuel annually to customers in approximately 3,500 locations in the District of Columbia and more than 30 states across the Mid-Atlantic, Midwestern, Northeastern, Southeastern, and Southwestern United States. We are engaged in (i) wholesale activity, which includes the supply of fuel to gas stations operated by third-party dealers, (ii) fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and the issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites, and (iii) the wholesale distribution of fuel to substantially all of the retail convenience stores that sell fuel operated by ARKO Corp., our parent company (Nasdaq: ARKO), one of the largest operators of convenience stores in the United States. To learn more about APC, visit: www.arkopetroleum.com.

Forward-Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to successfully integrate business that it may acquire, including the business of USPP; the Company’s ability to achieve the benefits that it expects to realize as a result of its acquisitions, including the business of USPP; the potential negative impact on the Company’s financial condition and results of operations if it fails to achieve the benefits that it expects to realize as a result of its business acquisitions, including the business of USPP; liabilities of the businesses that the Company acquires that are not known to the Company; the Company’s ability to maintain the listing of its Class A common stock on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; the success of ARKO’s transformation plan and its effect on the Company, including the dealerization of retail stores; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Use of Non-GAAP Measures

The Company discloses certain measures on a “comparable wholesale sites” basis, which is a non-GAAP measure. Information disclosed on a “comparable wholesale sites” basis excludes wholesale sites added through ARKO Retail Sites converted to dealer locations until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. The Company believes that this information is useful for its investors, securities analysts, and other interested parties by providing greater comparability regarding its ongoing operating performance. Neither this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

The Company defines EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition costs, share-based compensation expense, other non-cash items, and other unusual or non-recurring charges. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures.

The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.

The Company defines Net Debt as the sum of total debt, net, financing leases and financial liabilities, less cash and cash equivalents. Net Debt is used by management to measure the effective level of our indebtedness.

The Company defines the Ratio of Net Debt to Adjusted EBITDA as the ratio derived by dividing Net Debt by Adjusted EBITDA. The Ratio of Net Debt to Adjusted EBITDA is an important measure used by management to evaluate the Company’s access to liquidity, and the Company believes it provides useful information for investors as a representation of its financial strength by presenting the sustainability of its debt levels and its ability to take on additional debt against Adjusted EBITDA, which is used as an operating performance measure. The Ratio of Net Debt to Adjusted EBITDA is also frequently used by investors and credit rating agencies to analyze the Company’s operating performance.

The Company defines Discretionary Cash Flow as net cash provided by operating activities, (i) less changes in operating assets and liabilities, maintenance capital expenditures, charges to allowance for credit losses, and non-cash rent expense, and (ii) plus acquisition costs, amortization of deferred income net of prepaid to related party, and certain other expenses (income). Discretionary Cash Flow will not reflect changes in working capital balances. Discretionary Cash Flow is a liquidity measure the Company and third parties, such as industry analysts, investors, lenders, rating agencies and others, use to assess its ability to internally fund its acquisitions, pay dividends, and service or incur additional debt. The Company believes that the presentation of Discretionary Cash Flow provides useful information to investors, securities analysts, and other interested parties for evaluating its liquidity.

EBITDA, Adjusted EBITDA, Net Debt, the Ratio of Net Debt to Adjusted EBITDA and Discretionary Cash Flow should not be considered as alternatives to any financial measure presented in accordance with GAAP, including net income and net cash provided by operating activities. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as substitutes for the analysis of its results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, comparable wholesale sites, EBITDA, Adjusted EBITDA, Net Debt, the Ratio of Net Debt to Adjusted EBITDA and Discretionary Cash Flow, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.

Reconciliations of forward looking non-GAAP measures related to the business of USPP following its acquisition included in this press release to the corresponding GAAP financial measures are not included due to variability and difficulty in making accurate forecasts and projections, particularly in light of potential changes in USPP’s business following its acquisition, as well as, because certain information is not currently ascertainable or accessible, and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information, nor can the Company accurately predict all the components of the applicable non-GAAP financial measures and reconciling adjustments thereto; accordingly, the corresponding GAAP measures may be materially different than the non-GAAP measures. Such forward-looking information is also subject to uncertainty and various risks, including those set forth in the risk factors discussed above, and there can be no assurance that any forecasted results or conditions will actually be achieved.

Company and Investor Contact
Priya Trivedi
ARKO Petroleum Corp.
investors@arkopetroleum.com

     
  Condensed Consolidated Statements of Operations  
  (Unaudited)  
  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
 
  2026     2025     2026     2025  
  (in thousands, except per share amounts)  
Revenues:                      
Fuel revenue $ 1,098,919     $ 820,871     $ 1,906,517     $ 1,577,669  
Fuel revenue – related party   716,008       604,065       1,230,492       1,178,481  
Other revenues, net   20,291       15,229       39,393       28,186  
Other revenues, net – related party   3,370       3,219       6,551       6,374  
Total revenues   1,838,588       1,443,384       3,182,953       2,790,710  
Operating expenses:                      
Fuel costs   1,054,762       776,847       1,821,904       1,497,058  
Fuel costs – related party   704,550       592,799       1,208,069       1,156,632  
Site operating expenses, including allocated expenses   28,786       25,389       55,714       47,406  
General and administrative expenses, including allocated expenses   11,764       10,392       22,578       21,140  
Depreciation and amortization, including allocated expenses   14,716       13,301       29,503       26,804  
Total operating expenses   1,814,578       1,418,728       3,137,768       2,749,040  
Other expenses, net   489       882       1,552       2,077  
Operating income   23,521       23,774       43,633       39,593  
Interest and other financial income, including allocated income   261       87       470       225  
Interest and other financial expenses, including allocated expenses   (7,435 )     (10,443 )     (16,671 )     (20,193 )
Income before income taxes   16,347       13,418       27,432       19,625  
Income tax expense   (4,111 )     (3,390 )     (7,114 )     (5,064 )
Net income $ 12,236     $ 10,028     $ 20,318     $ 14,561  
Net income per share – basic $ 0.26     $ 0.29     $ 0.46     $ 0.42  
Net income per share – diluted $ 0.26     $ 0.29     $ 0.46     $ 0.42  
Weighted average shares outstanding:                      
Basic   47,570       35,000       44,373       35,000  
Diluted   47,604       35,000       44,390       35,000  

     
  Condensed Consolidated Balance Sheets  
  (Unaudited)  
  June 30,
2026
    December 31,
2025
 
  (in thousands)  
Assets          
Current assets:          
Cash and cash equivalents $ 14,563     $ 15,556  
Trade receivables, net   142,048       80,832  
Inventory   29,945       23,093  
Other current assets   57,214       43,054  
Total current assets   243,770       162,535  
Non-current assets:          
Property and equipment, net   267,263       262,743  
Right-of-use assets under operating leases   446,970       415,179  
Right-of-use assets under financing leases, net   62,847       62,739  
Goodwill   76,687       76,687  
Intangible assets, net   143,917       154,326  
Deferred tax asset   72,335       70,934  
Other non-current assets   71,548       68,331  
Total assets $ 1,385,337     $ 1,273,474  
Liabilities          
Current liabilities:          
Long-term debt, current portion $ 1,306     $ 6,783  
Accounts payable   108,813       75,224  
Other current liabilities   64,881       53,586  
Operating leases, current portion   29,543       27,820  
Financing leases, current portion   2,346       2,095  
Total current liabilities   206,889       165,508  
Non-current liabilities:          
Long-term debt, net   183,404       385,247  
Asset retirement obligation   50,468       47,571  
Operating leases   470,301       431,364  
Financing leases   96,499       94,638  
Other non-current liabilities   119,999       113,031  
Total liabilities   1,127,560       1,237,359  
           
Total net investment         36,115  
Total stockholders’ equity   257,777        
Total liabilities and stockholders’ equity / total net investment $ 1,385,337     $ 1,273,474  

     
  Condensed Consolidated Statements of Cash Flows  
  (Unaudited)  
  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
 
  2026     2025     2026     2025  
  (in thousands)  
Cash flows from operating activities:                      
Net income $ 12,236     $ 10,028     $ 20,318     $ 14,561  
Adjustments to reconcile net income to net cash provided by operating activities:                      
Depreciation and amortization   14,716       13,301       29,503       26,804  
Deferred income taxes   2,083       (155 )     2,478       (2,024 )
Loss on disposal of assets and impairment charges, net   371       1,122       826       2,292  
Amortization of deferred financing costs   630       369       1,142       741  
Amortization of deferred income   (2,446 )     (2,364 )     (4,853 )     (4,508 )
Amortization of prepaid to related party   739       1,031       1,503       2,115  
Accretion of asset retirement obligation   312       282       642       531  
Non-cash rent   265       746       441       1,472  
Charges to allowance for credit losses   342       338       621       544  
Share-based compensation   1,046       240       1,394       502  
Fair value adjustment of financial assets and liabilities   54       140       54       171  
Other operating activities, net         (232 )           (212 )
Changes in assets and liabilities:                      
Decrease (increase) in trade receivables   9,103       (2,134 )     (61,837 )     (16,454 )
Decrease (increase) in inventory   145       765       (6,852 )     1,508  
Increase in other assets   (6,516 )     (4,048 )     (11,459 )     (4,193 )
Increase in related party assets   (4,053 )     (585 )     (7,376 )     (3,581 )
(Decrease) increase in accounts payable   (13,951 )     (5,338 )     32,729       (328 )
(Decrease) increase in other current liabilities   (7,356 )     5,130       12,211       6,853  
Decrease in asset retirement obligation   (85 )           (257 )     (292 )
Increase in non-current liabilities   2,793       4,592       5,758       11,648  
Net cash provided by operating activities   10,428       23,228       16,986       38,150  
Cash flows from investing activities:                      
Purchase of property and equipment   (8,787 )     (6,710 )     (14,632 )     (13,438 )
Proceeds from ARKO Parent for the conversion of
ARKO Retail Sites to dealer locations, net
  3,456             3,456        
Proceeds from sale of property and equipment   1,381       813       1,412       820  
Net cash used in investing activities   (3,950 )     (5,897 )     (9,764 )     (12,618 )
Cash flows from financing activities:                      
Receipt of long-term debt         4,871             4,871  
Repayment of long-term debt   (534 )     (982 )     (209,974 )     (1,596 )
Repayment of related-party debt   (330 )           (330 )      
Principal payments on financing leases   (542 )     (287 )     (1,036 )     (542 )
Proceeds from issuance of Class A shares in IPO, net of underwriting discounts and commissions               210,426        
Payment of IPO costs   (546 )           (2,163 )      
Dividends paid on common stock   (12,368 )           (12,368 )      
Pre-IPO net transfers (to) from ARKO Parent         (31,824 )     7,230       (39,365 )
Net cash used in financing activities   (14,320 )     (28,222 )     (8,215 )     (36,632 )
Net decrease in cash and cash equivalents and restricted cash   (7,842 )     (10,891 )     (993 )     (11,100 )
Cash and cash equivalents and restricted cash, beginning of period   22,405       25,132       15,556       25,341  
Cash and cash equivalents and restricted cash, end of period $ 14,563     $ 14,241     $ 14,563     $ 14,241  


Supplemental Disclosure of Non-GAAP Financial Information

  Reconciliation of Net income to EBITDA and Adjusted EBITDA, Net cash provided by operating activities to Discretionary cash flow, and Adjusted EBITDA to Discretionary cash flow  
  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
    For the Twelve-Months Ended  
  2026     2025     2026     2025     June 30, 2026  
  (in thousands)  
Net income $ 12,236     $ 10,028     $ 20,318     $ 14,561     $ 38,484  
Interest and other financing expenses, net   7,174       10,356       16,201       19,968       38,325  
Income tax expense   4,111       3,390       7,114       5,064       11,162  
Depreciation and amortization   14,716       13,301       29,503       26,804       57,427  
EBITDA   38,237       37,075       73,136       66,397       145,398  
Acquisition costs (a)   240       106       896       213       1,175  
Loss on disposal of assets and impairment charges (b)   371       1,122       826       2,292       3,092  
Share-based compensation expense (c)   1,046       240       1,394       502       1,889  
Adjustment to contingent consideration (d)   54       (209 )     54       (275 )     (1,878 )
Taxes paid in arrears (e)                           178  
IPO Costs (f)                           565  
Other (g)   (126 )     (31 )     (122 )     60       89  
Adjusted EBITDA $ 39,822     $ 38,303     $ 76,184     $ 69,189     $ 150,508  
                             
Net cash provided by operating activities $ 10,428     $ 23,228     $ 16,986     $ 38,150        
Changes in operating assets and liabilities (h)   18,107       1,569       37,256       4,765        
Maintenance capital expenditures (i)   (2,684 )     (943 )     (5,209 )     (2,261 )      
Acquisition costs (a)   240       106       896       213        
Amortization of deferred income, net of prepaid to related party   1,707       1,333       3,350       2,393        
Charges to allowance for credit losses   (342 )     (338 )     (621 )     (544 )      
Non-cash rent expense (j)   (265 )     (746 )     (441 )     (1,472 )      
Other (k)   (115 )     (26 )     (121 )     61        
Discretionary Cash Flow $ 27,076     $ 24,183     $ 52,096     $ 41,305        
                             
Adjusted EBITDA $ 39,822     $ 38,303     $ 76,184     $ 69,189        
Cash received for interest   261       87       470       225        
Cash paid for interest and allocated interest   (6,513 )     (9,721 )     (14,899 )     (18,761 )      
Cash paid for taxes   (3,810 )     (3,543 )     (4,450 )     (7,087 )      
Maintenance capital expenditures (i)   (2,684 )     (943 )     (5,209 )     (2,261 )      
Discretionary Cash Flow $ 27,076     $ 24,183     $ 52,096     $ 41,305        
                             
(a) Eliminates costs incurred that are directly attributable to business acquisitions and salaries of employees whose primary job function is to execute the Company’s acquisition strategy and facilitate integration of acquired operations.  
(b) Eliminates the non-cash loss from the sale or disposal of property and equipment, the loss recognized upon the sale of related leased assets and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites.  
(c) Eliminates non-cash share-based compensation expense related to the Company’s and ARKO Parent’s equity incentive program to incentivize, retain, and motivate the Company’s employees, members of our Board and certain of ARKO Parent’s employees.  
(d) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the Empire acquisition, which closed in 2020.  
(e) Eliminates the payment of historical fuel and other tax amounts for multiple prior periods.  
(f) Eliminates one-time costs incurred related to the Company’s IPO, which closed on February 13, 2026.  
(g) Eliminates other unusual or non-recurring items that the Company does not consider to be meaningful in assessing operating performance.  
(h) Excludes the change in current tax liabilities and accrued interest of $(1.8) million, $(0.1) million, $0.2 million and $(0.1) million for the three and six months ended June 30, 2026 and 2025, respectively.  
(i) Maintenance capital expenditures are capital expenditures made to maintain the Company’s long-term operating income or operating capacity, while growth and acquisition capital expenditures are capital expenditures that the Company expects will increase its operating income or operating capacity over the long-term.  
(j) Non-cash rent expense reflects the extent to which GAAP rent expense recognized exceeded (or was less than) cash rent payments. GAAP rent expense varies depending on the terms of the Company’s lease portfolio. For newer leases, rent expense recognized typically exceeds cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than cash rent payments.  
(k) Includes other unusual or non-recurring items.  

     
  Reconciliation of Total debt, net to Net Debt  
  As of June 30,
2026
    As of December 31,
2025
 
  (in thousands, except ratios)  
Total debt, net $ 184,710     $ 392,030  
Financing leases   98,845       96,733  
Financial liabilities   55,212       53,365  
Cash and cash equivalents   (14,563 )     (15,556 )
Net Debt $ 324,204     $ 526,572  
Ratio of total debt, net to net income   4.8 x     12.0 x
Ratio of Net Debt to Adjusted EBITDA   2.2 x     3.7 x


Supplemental Disclosures of Segment Information

Wholesale Segment

  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
 
  2026     2025     2026     2025  
  (in thousands)  
Revenues:                      
Fuel revenue $ 917,696     $ 696,103     $ 1,591,551     $ 1,326,163  
Other revenues, net   16,984       12,501       33,514       22,853  
Other revenues, net – related party   405             929        
Total revenues   935,085       708,604       1,625,994       1,349,016  
Operating expenses:                      
Fuel costs1   891,375       670,714       1,542,339       1,280,727  
Site operating expenses, including allocated expenses   18,827       14,648       35,760       26,417  
Total operating expenses   910,202       685,362       1,578,099       1,307,144  
Operating income $ 24,883     $ 23,242     $ 47,895     $ 41,872  
                       
1Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.  


Fleet Fueling Segment

  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
 
  2026     2025     2026     2025  
  (in thousands)  
Revenues:                      
Fuel revenue $ 175,343     $ 118,121     $ 302,642     $ 236,527  
Other revenues, net   2,905       2,245       5,146       4,363  
Total revenues   178,248       120,366       307,788       240,890  
Operating expenses:                      
Fuel costs1   158,258       100,353       268,812       203,457  
Site operating expenses   6,703       6,934       13,734       13,362  
Total operating expenses   164,961       107,287       282,546       216,819  
Operating income $ 13,287     $ 13,079     $ 25,242     $ 24,071  
                       
1Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.  


GPMP Segment

  For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
 
  2026     2025     2026     2025  
  (in thousands)  
Revenues:                      
Fuel revenue1– inter-segment $ 1,039,889     $ 651,249     $ 1,762,373     $ 1,243,336  
Fuel revenue1– related party   716,008       604,065       1,230,492       1,178,481  
Fuel revenue – third party customers         353             849  
Other revenues, net   47       191       218       346  
Other revenues, net1– inter-segment         2,147       767       4,208  
Other revenues, net1– related party   784       669       1,498       1,321  
Total revenues   1,756,728       1,258,674       2,995,348       2,428,541  
Operating expenses:                      
Fuel costs – inter-segment   1,023,250       638,915       1,730,413       1,219,859  
Fuel costs – related party   704,550       592,799       1,208,069       1,156,632  
Fuel costs – third party customers         352             848  
General and administrative expenses   545       820       1,055       1,648  
Depreciation and amortization   1,813       1,840       3,625       3,680  
Total operating expenses   1,730,158       1,234,726       2,943,162       2,382,667  
Operating income $ 26,570     $ 23,948     $ 52,186     $ 45,874  
                       
1Includes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.  


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