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 For the Year
December 31, 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
contribution(1)
-- fuel supply
locations $ 13,656 $ 12,004 $ 52,510 $ 47,930
Fuel
contribution(1)
-- consignment
agent
locations $ 10,372 $ 10,270 $ 42,022 $ 42,420
Fuel margin,
cents per
gallon(2) --
fuel supply
locations 6.5 6.0 6.3 6.0
Fuel margin,
cents per
gallon(2) --
consignment
agent
locations 27.9 26.6 27.5 27.4
(1) Calculated as fuel revenue less fuel costs; excludes
the estimated fixed margin or fixed fee paid to the
GPMP segment for the cost of fuel.
(2) Calculated as fuel contribution divided by fuel
gallons sold.
Note: 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 For the Year
December 31, 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
contribution(1)
-- proprietary
cardlock
locations $15,423 $ 15,823 $ 63,408 $ 62,612
Fuel
contribution(1)
-- third-party
cardlock
locations $ 500 $ 509 $ 2,325 $ 1,677
Fuel margin,
cents per
gallon(2) --
proprietary
cardlock
locations 49.1 48.1 49.0 46.0
Fuel margin,
cents per
gallon(2) --
third-party
cardlock
locations 14.4 15.8 17.4 13.1
(1) Calculated as fuel revenue less fuel costs; excludes
the estimated fixed fee paid to the GPMP segment for
the cost of fuel.
(2) Calculated 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 For the Year
December 31, 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
contribution(1)
-- related
party
locations $ 10,200 $ 12,316 $ 43,240 $ 51,174
Fuel margin,
cents per
gallon(2) --
fuel supply
locations 5.0 5.0 5.0 5.0
(1) Calculated as fuel revenue less fuel costs
(2) Calculated 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 For the Year
December 31, Ended December 31,
------------------- ---------------------
Wholesale
Segment(1) 2025 2024 2025 2024
-------- -------- ------- --------
Number of
sites at
beginning of
period 2,053 1,832 1,922 1,825
Newly opened
or reopened
sites(2) 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
======= ======== ======= ========
(1) Excludes bulk and spot purchasers.
(2) Includes all signed fuel supply agreements
irrespective of fuel distribution commencement date.
For the Three Months For the Year
Ended December 31, 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 For the Year
Months Ended Ended December
December 31, 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 For the Year Ended
Ended December 31, 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 For the Year
Ended December 31, 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 For the Year
Ended December 31, 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 12.0x 5.7x
===== ===================== =========
Ratio of Net Debt to
Adjusted EBITDA 3.7x 2.2x
===== ===================== =========
Supplemental Disclosures of Segment Information
Wholesale Segment
For the Three
Months Ended For the Year
December 31, 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
costs(1) 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
------- -------- --------- ---------
(1) Excludes 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 For the Year
December 31, 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
costs(1) 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
------- -------- ------- --------
(1) Excludes the estimated fixed fee paid to the GPMP
segment for the cost of fuel.
GPMP Segment
For the Three Months For the Year
Ended December 31, Ended December 31,
---------------------- ----------------------
2025 2024 2025 2024
---------- ---------- ---------- ----------
(in thousands)
Revenues:
Fuel revenue --
inter-segment(1) $ 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-segment(1) 2,105 2,121 8,435 8,455
Other revenues,
net -- related
party(1) 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
--------- --------- --------- ---------
(1) Includes the estimated fixed margin or fixed fee
paid to the GPMP segment for the cost of fuel.
Company and Investor Contact
Jordan Mann
ARKO Petroleum Corp.
investors@gpminvestments.com
(END) Dow Jones Newswires
March 30, 2026 16:05 ET (20:05 GMT)
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