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ARKO Petroleum Corp. Reports Fourth Quarter and Full Year 2025 Results
Business
Mar 30 2026
31 min read

ARKO Petroleum Corp. Reports Fourth Quarter and Full Year 2025 Results

RICHMOND, Va., March 30, 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 fourth quarter and the full year ended December 31, 2025.

Fourth Quarter and Full Year 2025 Key Highlights (vs. Year-Ago Period) 1,2

  • Net income for the quarter increased to $8.1 million compared to $7.5 million. For the year, net income was $32.7 million compared to $40.2 million.

  • Adjusted EBITDA for the quarter increased to $36.9 million compared to $35.4 million. For the year, Adjusted EBITDA was $143.5 million compared to $139.2 million.

  • Net cash provided by operating activities for the quarter was $16.4 million compared to $35.1 million. For the year, net cash provided by operating activities was $79.6 million compared to $106.8 million.

  • Discretionary Cash Flow for the quarter was $21.1 million compared to $20.5 million. For the year, Discretionary Cash Flow was $88.9 million compared to $79.9 million.

  • Total debt, net was $392.0 million and Net Debt was $526.6 million as of December 31, 2025. After adjusting for the reduction of debt resulting from application of proceeds of the IPO (as defined below), Net Debt would have been $319.9 million.

Other Key Highlights

  • On February 13, 2026, the Company completed its initial public offering of 11,111,111 shares of its Class A common stock at a price to the public of $18.00 per share (the “IPO”) and, upon the exercise by the underwriters of their overallotment option on March 5, 2026, issued and sold an additional 1,459,112 shares of its Class A common stock on March 9, 2026, representing an aggregate of 26.4% of the economic interests in the Company.

  • The Company applied approximately $206.7 million of net proceeds from the IPO to reduce debt and strengthen an already conservative balance sheet.

  • As part of the ongoing transformation plan of the Company's controlling stockholder, ARKO Corp. (Nasdaq: ARKO) ("ARKO"), 62 ARKO's retail convenience stores that sell fuel ("ARKO Retail Sites") were converted to dealer locations in the Company's wholesale segment during the fourth quarter of 2025, and a total of 256 store conversions for the year ended December 31, 2025, bringing total conversions since program inception in the middle of 2024 to 409 sites. Since December 31, 2025, ARKO has approximately 120 additional sites committed either under letter of intent, under contract or already converted. The Company expects these conversions to be completed, along with additional conversions, by the end of 2026.

  • In addition, the Company is targeting 20 new-to-industry fleet fueling locations with target openings during 2026, with one opened in March 2026, and 13 of which the Company is currently advancing, reflecting the attractive, durable cash flow profile of its fleet fueling business.

  • The Board of Directors declared a quarterly dividend of $0.26 per share of common stock to be paid on April 21, 2026 to stockholders of record as of April 10, 2026. This represents a pro-rated dividend from February 13, 2025, the date of the initial closing of the IPO, through the end of the first quarter of 2026, and is consistent with an expected annual dividend rate of $2.00 per share. For illustrative purposes, this anticipated annual dividend represents a 11% to 10% dividend yield at a share price of $18.50 to $19.50 per share.

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

“We are excited to deliver our first earnings update as a public company, with 2025 ending on a positive trajectory,” said Arie Kotler, Chairman, President and Chief Executive Officer of APC. “With the successful completion of our IPO in February, we are well-positioned to execute on our growth plans through ongoing new-to-industry builds in our Fleet Fueling segment and accretive M&A in our Wholesale segment. The IPO brought in institutional investors, and strengthened our balance sheet, allowing us to capture share in a highly fragmented market with significant opportunities, enabling us to drive long-term growth and value. We remain focused on growing Adjusted EBITDA and our dividend over time and to deliver value to our stockholders.”

Fourth Quarter and Full Year 2025 Segment Highlights

Wholesale

For the Three Months
Ended December 31,

For the Year
Ended December 31,

2025

2024

2025

2024

(in thousands)

Fuel gallons sold – fuel supply locations

211,406

201,317

836,232

794,796

Fuel gallons sold – consignment agent locations

37,204

38,563

152,839

154,560

Fuel contribution1– fuel supply locations

$

13,656

$

12,004

$

52,510

$

47,930

Fuel contribution1– consignment agent locations

$

10,372

$

10,270

$

42,022

$

42,420

Fuel margin, cents per gallon2– fuel supply locations

6.5

6.0

6.3

6.0

Fuel margin, cents per gallon2– consignment agent locations

27.9

26.6

27.5

27.4

1Calculated as fuel revenue less fuel costs; excludes the estimated 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: Information disclosed on a "comparable wholesale sites" basis excludes wholesale sites added through acquisitions and ARKO Retail Sites converted to dealer locations, until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. Refer to "Use of Non-GAAP Measures" below.


For the fourth quarter of 2025, wholesale operating income increased by $3.4 million compared to the fourth quarter of 2024. Additional operating income from ARKO Retail Sites that had been converted to dealer locations in the past year more than offset reduced operating income at comparable wholesale sites, which reflected the challenging macroeconomic environment.

For the fourth quarter of 2025, fuel contribution increased by $1.8 million compared to the fourth quarter of 2024. Fuel contribution for the fourth quarter of 2025 at fuel supply locations increased $1.7 million, and fuel margin per gallon increased 0.5 cents per gallon compared to the fourth quarter of 2024, due principally to incremental contribution from ARKO Retail Sites that had been converted to dealer locations in the past year, which was partially offset by lower volumes at comparable fuel supply wholesale sites and decreased prompt pay discounts related to lower fuel costs. Fuel contribution at consignment agent locations increased slightly, and fuel margin per gallon increased 1.3 cents per gallon.

For the fourth quarter of 2025, other revenues, net increased by $7.1 million, and site operating expenses increased by $5.4 million, in each case as compared to the fourth quarter of 2024, resulting primarily from ARKO Retail Sites that had been converted to dealer locations in the past year.

For the year ended December 31, 2025, wholesale operating income increased by $9.3 million compared to the year ended December 31, 2024. Additional operating income from ARKO Retail Sites that had been converted to dealer locations more than offset reduced operating income at comparable wholesale sites, which reflected the challenging macroeconomic environment.

For the year ended December 31, 2025, fuel contribution increased $4.2 million compared to the year ended December 31, 2024. At fuel supply locations, fuel contribution for the year ended December 31, 2025 increased by $4.6 million, and fuel margin per gallon increased 0.3 cents per gallon compared to the year ended December 31, 2024, due principally to incremental contribution from ARKO Retail Sites that had been converted to dealer locations, which was partially offset by decreased prompt pay discounts related to lower fuel costs and lower volumes at comparable fuel supply wholesale sites primarily due to the macroeconomic environment and severe weather conditions in January and February 2025 in certain of the markets in which the Company operates. Fuel contribution at consignment agent locations decreased by $0.4 million, while fuel margin per gallon increased 0.1 cents per gallon.

For the year ended December 31, 2025, other revenues, net increased by $23.4 million, and site operating expenses increased by $18.3 million, in each case as compared to the year ended December 31, 2024, resulting primarily from ARKO Retail Sites that had been converted to dealer locations.

Fleet Fueling

For the Three Months
Ended December 31,

For the Year
Ended December 31,

2025

2024

2025

2024

(in thousands)

Fuel gallons sold – proprietary cardlock locations

31,420

32,888

129,459

136,104

Fuel gallons sold – third-party cardlock locations

3,463

3,239

13,389

12,814

Fuel contribution1– proprietary cardlock locations

$

15,423

$

15,823

$

63,408

$

62,612

Fuel contribution1– third-party cardlock locations

$

500

$

509

$

2,325

$

1,677

Fuel margin, cents per gallon2– proprietary
cardlock locations

49.1

48.1

49.0

46.0

Fuel margin, cents per gallon2– third-party
cardlock locations

14.4

15.8

17.4

13.1

1Calculated as fuel revenue less fuel costs; excludes the estimated fixed fee paid to the GPMP segment for the cost of fuel.

2Calculated as fuel contribution divided by fuel gallons sold.


Fuel contribution for the fourth quarter of 2025 decreased by $0.4 million compared to the fourth quarter of 2024. At proprietary cardlocks, fuel contribution decreased by $0.4 million, while fuel margin per gallon increased for the fourth quarter of 2025 compared to the fourth quarter of 2024, primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution remained consistent, while fuel margin per gallon decreased for the fourth quarter of 2025 compared to the fourth quarter of 2024.

For the year ended December 31, 2025, fuel contribution increased by $1.4 million compared to the year ended December 31, 2024. At proprietary cardlocks, fuel contribution increased by $0.8 million, and fuel margin per gallon also increased for 2025 compared to 2024, primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution increased by $0.6 million, and fuel margin per gallon also increased for 2025 compared to 2024, primarily due to the closure of underperforming third-party locations.

GPMP

For the Three Months
Ended December 31,

For the Year
Ended December 31,

2025

2024

2025

2024

(in thousands)

Fuel gallons sold – inter-segment

243,583

236,284

968,497

932,509

Fuel gallons sold – related party locations

204,000

246,320

864,800

1,023,480

Fuel contribution1– related party locations

$

10,200

$

12,316

$

43,240

$

51,174

Fuel margin, cents per gallon2– fuel supply locations

5.0

5.0

5.0

5.0

1Calculated as fuel revenue less fuel costs

2Calculated as fuel contribution divided by fuel gallons sold.


For the fourth quarter of 2025 , fuel revenue – related party decreased by $135.9 million, or 20.9%, compared to the fourth quarter of 2024, caused by a decrease in the average price of fuel in the fourth quarter of 2025 compared to the fourth quarter of 2024 and a $42.3 million, or 17.2%, decrease in gallons sold, primarily reflecting the ARKO Retail Sites converted to dealer locations.

Fuel contribution – related party decreased by $2.1 million for the fourth quarter of 2025, compared to the fourth quarter of 2024, primarily due to fewer gallons sold at a fixed margin.

For the year ended December 31, 2025, fuel revenue – related party decreased by $661.8 million, or 22.3%, compared to the year ended December 31, 2024, caused by a decrease in the average price of fuel in the year ended December 31, 2025 compared to the year ended December 31, 2024 and a 158.7 million, or 15.5%, decrease in gallons sold, reflecting the challenging macroeconomic environment and ARKO Retail Sites converted to dealer locations, which was slightly offset by incremental gallons sold relating to ARKO’s acquisition of ARKO Retail Sites during 2024.

Fuel contribution – related party decreased by $7.9 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to fewer gallons sold at a fixed margin.

Liquidity and Capital Expenditures

As of December 31, 2025, the Company’s total liquidity was approximately $434.3 million, consisting of approximately $15.6 million of cash and cash equivalents and approximately $418.7 million of availability under the Company's Capital One Line of Credit. Total debt, net was approximately $392.0 million, resulting in Net Debt (as defined below) of approximately $526.6 million. The IPO in February and the exercise by the underwriters of their over-allotment option on March 5, 2026, bolstered the Company's liquidity position, as the Company used $206.7 million of net proceeds to repay indebtedness under its Capital One Line of Credit. Maintenance capital expenditures were $2.8 million and $6.9 million for the quarter and year ended December 31, 2025, respectively, while growth capital expenditures were $6.1 million and $20.6 million for the quarter and year ended December 31, 2025, respectively, including the purchase of six fee properties for $6.5 million, fuel dispensers and other investments in the Company's sites.

Quarterly Dividend

The Board declared a quarterly dividend of $0.26 per share of common stock to be paid on April 21, 2026 to stockholders of record as of April 10, 2026.

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 December 31,

For the Year
Ended December 31,

Wholesale Segment1

2025

2024

2025

2024

Number of sites at beginning of period

2,053

1,832

1,922

1,825

Newly opened or reopened sites2

10

9

26

39

ARKO Retail Sites converted to consignment
or fuel supply locations

62

102

256

153

Closed or divested sites

(26

)

(21

)

(105

)

(95

)

Number of sites at end of period

2,099

1,922

2,099

1,922

1Excludes bulk and spot purchasers.

2Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.


For the Three Months
Ended December 31,

For the Year
Ended December 31,

Fleet Fueling Segment

2025

2024

2025

2024

Number of sites at beginning of period

288

281

280

298

Acquired sites

2

2

Newly opened or reopened sites

5

16

1

Closed or divested sites

(1

)

(3

)

(19

)

Number of sites at end of period

295

280

295

280


For the Three Months
Ended December 31,

For the Year
Ended December 31,

GPMP Segment – related party sites (ARKO Retail Sites)

2025

2024

2025

2024

Number of sites at beginning of period

1,158

1,458

1,356

1,499

Acquired sites

21

Newly opened or reopened sites

2

1

ARKO Retail Sites converted to consignment
or fuel supply locations

(62

)

(102

)

(256

)

(153

)

Sites closed, divested or converted to rental

(1

)

(7

)

(12

)

Number of sites at end of period

1,095

1,356

1,095

1,356


Full Year 2026 Guidance

The Company 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, March 30, 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 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 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 Company 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.

Combined Statements of Operations

For the Three Months Ended December 31,

For the Year Ended
December 31,

2025

2024

2025

2024

(in thousands)

Revenues:

Fuel revenue

$

770,019

$

777,446

$

3,203,273

$

3,351,366

Fuel revenue – related party

515,044

650,985

2,302,547

2,964,304

Other revenues, net

18,476

11,273

63,063

40,212

Other revenues, net – related party

2,826

3,265

12,381

11,857

Total revenues

1,306,365

1,442,969

5,581,264

6,367,739

Operating expenses:

Fuel costs

729,025

737,708

3,038,980

3,192,358

Fuel costs – related party

504,844

638,669

2,259,307

2,913,130

Site operating expenses, including allocated expenses

25,672

21,176

98,437

81,337

General and administrative expenses, including allocated
expenses

10,443

10,269

42,521

42,702

Depreciation and amortization, including allocated
expenses

14,175

12,558

54,728

46,087

Total operating expenses

1,284,159

1,420,380

5,493,973

6,275,614

Other expenses, net

2,437

3,089

3,360

123

Operating income

19,769

19,500

83,931

92,002

Interest and other financial income

146

139

554

3,734

Interest and other financial expenses

(11,209

)

(10,023

)

(42,646

)

(40,411

)

Income before income taxes

8,706

9,616

41,839

55,325

Income tax expense

(640

)

(2,075

)

(9,112

)

(15,108

)

Net income

$

8,066

$

7,541

$

32,727

$

40,217

Net income per share – basic and diluted

$

0.23

$

0.22

$

0.94

$

1.15

Weighted average shares outstanding:

Basic and diluted

35,000

35,000

35,000

35,000


Combined Balance Sheets

December 31, 2025

December 31, 2024

(in thousands)

Assets

Current assets:

Cash and cash equivalents

$

15,556

$

25,086

Restricted cash

255

Trade receivables, net

80,832

88,185

Inventory

23,093

24,448

Prepaid to related party, current portion

2,984

4,230

Other current assets

40,070

29,174

Total current assets

162,535

171,378

Non-current assets:

Property and equipment, net

262,743

198,036

Right-of-use assets under operating leases

415,179

318,140

Right-of-use assets under financing leases, net

62,739

19,256

Goodwill

76,687

76,687

Intangible assets, net

154,326

175,163

Deferred tax asset

70,934

69,170

Prepaid to related party

10,378

12,301

Other non-current assets

57,953

45,539

Total assets

$

1,273,474

$

1,085,670

Liabilities

Current liabilities:

Long-term debt, current portion

$

6,783

$

1,277

Accounts payable

75,224

90,136

Other current liabilities

53,586

53,950

Operating leases, current portion

27,820

18,532

Financing leases, current portion

2,095

3,566

Total current liabilities

165,508

167,461

Non-current liabilities:

Long-term debt, net

385,247

380,911

Asset retirement obligation

47,571

36,767

Operating leases

431,364

324,592

Financing leases

94,638

25,915

Other non-current liabilities

113,031

84,454

Total liabilities

1,237,359

1,020,100

Net investment:

ARKO Parent's net investment

36,115

65,570

Total net investment

36,115

65,570

Total liabilities and net investment

$

1,273,474

$

1,085,670


Combined Statements of Cash Flows

For the Three Months
Ended December 31,

For the Year
Ended December 31,

2025

2024

2025

2024

(in thousands)

Cash flows from operating activities:

Net income

$

8,066

$

7,541

$

32,727

$

40,217

Adjustments to reconcile net income to net cash
provided by operating activities:

Depreciation and amortization, including allocated expenses

14,175

12,558

54,728

46,087

Deferred income taxes

(2,029

)

(2,043

)

489

(1,360

)

Loss on disposal of assets and impairment charges

1,940

2,129

4,558

811

Gain from settlement related to business
acquisition

(3,438

)

Amortization of deferred financing costs

383

369

1,502

1,471

Amortization of deferred income

(1,683

)

(1,838

)

(9,643

)

(7,012

)

Amortization of prepaid to related party

986

1,058

4,123

4,349

Accretion of asset retirement obligation

319

270

1,155

901

Non-cash rent

429

657

2,609

2,033

Charges to allowance for credit losses

(85

)

102

735

755

Share-based compensation

392

341

997

876

Fair value adjustment of financial assets and
liabilities

(391

)

1,055

(1,663

)

353

Other operating activities, net

(790

)

(627

)

(981

)

55

Changes in assets and liabilities:

Decrease in trade receivables

23,634

20,958

6,618

31,246

Decrease (increase) in inventory

1,681

(661

)

1,775

2,328

Increase in other assets

(8,821

)

(3,064

)

(16,805

)

(9,090

)

Increase in related party assets

(4,965

)

(1,905

)

Decrease in accounts payable

(24,702

)

(3,992

)

(14,906

)

(14,300

)

Increase (decrease) in other current liabilities

1,098

(2,700

)

(1,304

)

335

Decrease in asset retirement obligation

(602

)

(479

)

(745

)

Increase in non-current liabilities

1,784

3,586

18,288

12,790

Net cash provided by operating activities

16,386

35,097

79,558

106,757

Cash flows from investing activities:

Purchase of property and equipment

(7,867

)

(4,443

)

(24,845

)

(11,258

)

Proceeds from sale of property and equipment

(730

)

110

2,902

1,818

Business and asset acquisitions, net of cash

(242

)

(242

)

Net cash used in investing activities

(8,839

)

(4,333

)

(22,185

)

(9,440

)

Cash flows from financing activities:

Receipt of long-term debt, net

4,871

42,454

Repayment of debt

(793

)

(744

)

(3,249

)

(2,062

)

Principal payments on financing leases

(449

)

(100

)

(1,375

)

(150

)

Early settlement of deferred consideration
related to business acquisition

(17,155

)

Payment of additional consideration

(3,210

)

(3,354

)

(3,210

)

(3,354

)

Net transfers to ARKO Parent

(20,532

)

(15,817

)

(64,195

)

(108,815

)

Net cash used in financing activities

(24,984

)

(20,015

)

(67,158

)

(89,082

)

Net (decrease) increase in cash and cash equivalents
and restricted cash

(17,437

)

10,749

(9,785

)

8,235

Cash and cash equivalents and restricted cash,
beginning of period

32,993

14,592

25,341

17,106

Cash and cash equivalents and restricted cash, end
of period

$

15,556

$

25,341

$

15,556

$

25,341


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 December 31,

For the Year
Ended December 31,

2025

2024

2025

2024

(in thousands)

Net income

$

8,066

$

7,541

$

32,727

$

40,217

Interest and other financing expenses, net

11,063

9,884

42,092

36,677

Income tax expense (benefit)

640

2,075

9,112

15,108

Depreciation and amortization

14,175

12,558

54,728

46,087

EBITDA

33,944

32,058

138,659

138,089

Acquisition costs (a)

113

7

492

79

IPO costs (b)

565

565

Loss on disposal of assets and impairment charges (c)

1,940

2,129

4,558

811

Share-based compensation expense (d)

392

341

997

876

Taxes received (paid) in arrears (e)

178

178

(601

)

Adjustment to contingent consideration (f)

(391

)

978

(2,207

)

(20

)

Other (g)

135

(67

)

271

(67

)

Adjusted EBITDA

$

36,876

$

35,446

$

143,513

$

139,167

Net cash provided by operating activities

$

16,386

$

35,097

$

79,558

$

106,757

Changes in operating assets and liabilities

5,326

(13,525

)

11,778

(20,659

)

Maintenance capital expenditures (h)

(2,750

)

(1,701

)

(6,913

)

(6,152

)

Acquisition costs (a)

113

7

492

79

IPO costs (b)

565

565

Amortization of deferred income, net of prepaid to
related party

697

780

5,520

2,663

Taxes paid (received) in arrears (e)

178

178

(601

)

Charges to allowance for credit losses

85

(102

)

(735

)

(755

)

Non-cash rent expense (i)

(429

)

(657

)

(2,609

)

(2,033

)

Other (j)

898

574

1,025

569

Discretionary Cash Flow

$

21,069

$

20,473

$

88,859

$

79,868

Adjusted EBITDA

$

36,876

$

35,446

$

143,513

$

139,167

Cash received for interest

145

139

554

296

Cash paid for interest and allocated interest

(10,533

)

(9,294

)

(39,672

)

(36,975

)

Cash paid for taxes

(2,669

)

(4,117

)

(8,623

)

(16,468

)

Maintenance capital expenditures (h)

(2,750

)

(1,701

)

(6,913

)

(6,152

)

Discretionary Cash Flow

$

21,069

$

20,473

$

88,859

$

79,868

(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 one-time costs incurred related to the IPO, which closed on February 13, 2026.

(c) Eliminates the non-cash loss from the sale or disposal of property and equipment, the loss recognized upon the sale of related leased assets and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites.

(d) Eliminates non-cash share-based compensation expense related to ARKO Parent's equity incentive program to incentivize, retain, and motivate the Company's employees.

(e) Eliminates the payment (receipt) of historical fuel, franchise and other tax amounts for multiple prior periods.

(f) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the Empire acquisition, which closed in 2020.

(g) Eliminates other unusual or non-recurring items that the Company does not consider to be meaningful in assessing operating performance.

(h) 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.

(i) 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.

(j) Includes other unusual or non-recurring items and other amounts primarily related to additional consideration owed to the seller for the Empire acquisition, which closed in 2020.


Reconciliation of Total debt, net to Net Debt

As of December 31, 2025

As Adjusted

(in thousands)

Total debt, net

$

392,030

$

185,330

Financing leases

96,733

96,733

Financial liabilities

53,365

53,365

Cash and cash equivalents

(15,556

)

(15,556

)

Net Debt

$

526,572

$

319,872

Ratio of total debt, net to net income

12.0

x

5.7

x

Ratio of Net Debt to Adjusted EBITDA

3.7

x

2.2

x


Supplemental Disclosures of Segment Information

Wholesale Segment

For the Three Months
Ended December 31,

For the Year
Ended December 31,

2025

2024

2025

2024

(in thousands)

Revenues:

Fuel revenue

$

648,685

$

652,629

$

2,700,838

$

2,802,251

Other revenues, net

15,720

8,624

52,270

28,918

Total revenues

664,405

661,253

2,753,108

2,831,169

Operating expenses:

Fuel costs1

624,657

630,355

2,606,306

2,711,901

Site operating expenses, including allocated
expenses

16,352

10,950

57,406

39,189

Total operating expenses

641,009

641,305

2,663,712

2,751,090

Operating income

$

23,396

$

19,948

$

89,396

$

80,079

1Excludes the estimated fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.


Fleet Fueling Segment

For the Three Months
Ended December 31,

For the Year
Ended December 31,

2025

2024

2025

2024

(in thousands)

Revenues:

Fuel revenue

$

115,577

$

117,196

$

474,796

$

515,462

Other revenues, net

2,380

2,131

8,983

9,135

Total revenues

117,957

119,327

483,779

524,597

Operating expenses:

Fuel costs1

99,654

100,864

409,063

451,173

Site operating expenses

5,989

6,056

26,120

24,917

Total operating expenses

105,643

106,920

435,183

476,090

Operating income

$

12,314

$

12,407

$

48,596

$

48,507

1Excludes the estimated fixed fee paid to the GPMP segment for the cost of fuel.


GPMP Segment

For the Three Months
Ended December 31,

For the Year
Ended December 31,

2025

2024

2025

2024

(in thousands)

Revenues:

Fuel revenue – inter-segment1

$

607,936

$

614,638

$

2,533,041

$

2,643,084

Fuel revenue – related party

515,044

650,985

2,302,547

2,964,304

Fuel revenue – third party customers

607

849

3,624

Other revenues, net

187

200

727

838

Other revenues, net – inter-segment1

2,105

2,121

8,435

8,455

Other revenues, net – related party1

678

719

2,685

2,781

Total revenues

1,125,950

1,269,270

4,848,284

5,623,086

Operating expenses:

Fuel costs – inter-segment

595,758

602,815

2,484,616

2,596,455

Fuel costs – related party

504,844

638,669

2,259,307

2,913,130

Fuel costs – third party customers

607

848

3,507

General and administrative expenses

780

960

3,244

3,585

Depreciation and amortization

1,840

1,840

7,359

7,371

Total operating expenses

1,103,222

1,244,891

4,755,374

5,524,048

Operating income

$

22,728

$

24,379

$

92,910

$

99,038

1Includes the estimated fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

CONTACT: Company and Investor Contact Jordan Mann ARKO Petroleum Corp. [email protected]