ARKO Corp

Previous wording

ARKO Corp. was incorporated under the laws of Delaware on August 26, 2020. Our shares of common stock, $0.0001 par value per share (“common stock”), and publicly-traded warrants are listed on the Nasdaq Stock Market (“Nasdaq”) and trade under the symbols “ARKO” and “ARKOW,” respectively. Our wholly owned subsidiary, GPM Investments, LLC, a Delaware limited liability company that was formed on June 12, 2002, which we refer to as GPM, is our primary operating entity.

Current wording

ARKO Corp. was incorporated under the laws of Delaware on August 26, 2020. Our shares of common stock, $0.0001 par value per share (“common stock”), and publicly-traded warrants are listed on the Nasdaq Stock Market (“Nasdaq”) under the symbols “ARKO” and “ARKOW,” respectively. Our wholly owned subsidiary, GPM Investments, LLC, a Delaware limited liability company that was formed on June 12, 2002, which we refer to as GPM, is our primary operating entity.

Previous wording

Based in Richmond, VA, we are a leading independent convenience store operator and, as of September 30, 2024, we were the sixth largest convenience store chain in the United States (“U.S.”) ranked by store count, operating 1,491 retail convenience stores. As of September 30, 2024, we operated the stores under more than 25 regional store brands including 1-Stop, Admiral, Apple Market®, BreadBox, Corner Mart, Dixie Mart, ExpressStop, E-Z Mart®, fas mart®, fastmarket®, Flash Market, Handy Mart, Jetz, Jiffi Stop®, Jiffy Stop, Li’l Cricket, Market Express, Next Door Store®, Pride, Roadrunner Markets, Rose Mart, Rstore, Scotchman®, shore stop®, Speedy’s, SpeedyQ, Town Star, Uncle’s, Village Pantry® and Young’s. As of September 30, 2024, we also supplied fuel to 1,832 dealer locations and operated 281 cardlock locations (unstaffed fueling locations). We are well diversified geographically and as of September 30, 2024, operated in the District of Columbia and more than 30 states in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern U.S.

Current wording

Based in Richmond, VA, we are a leading independent convenience store operator and, as of March 31, 2025, we were one of the largest convenience store chains in the United States (“U.S.”) ranked by store count, operating 1,329 retail convenience stores. As of March 31, 2025, we also supplied fuel to 1,961 dealers locations and operated 280 cardlock locations (unstaffed fueling locations). We are well diversified geographically and, as of March 31, 2025, operated in the District of Columbia and more than 30 states in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern U.S.

Previous wording

Our primary business is the operation of convenience stores, and we generate a significant portion of our revenue from the retail sale of products and fuel at our stores. Consequently, our retail stores generate a large proportion of our profitability. We focus our marketing and merchandising initiatives at our retail stores on offering our customers an assortment of products with an attractive value proposition. Our retail offering includes a wide array of cold and hot foodservice, beverages, cigarettes and other tobacco products, candy, salty snacks, grocery, beer and general merchandise. We have foodservice offerings at approximately 1,190 stores, which include hot and fresh grab-n-go foods, deli, fried chicken, bakery, pizza, roller grill items and other prepared foods. In the first quarter of 2024, we launched an extensive new pizza program that offers private label pizza, at an attractive value of $4.99 for enrolled loyalty members. We currently offer our private label pizza at approximately 1,160 stores as take-and-bake from the freezer, and as fresh and hot pizza either whole or by the slice at approximately 235 stores. We supplement our foodservice offering with approximately 120 quick service major national brand restaurants. Relevant and delicious food offerings are a key strategic priority for us, and we expect to maintain a high degree of focus on frozen grab-n-go and enhanced hot food capabilities. Additionally, we provide a number of traditional convenience store services, including lottery, prepaid products, gift cards, money orders, ATMs, gaming, and other ancillary product and service offerings. We also generate revenues from car washes at approximately 85 of our locations.

Current wording

Our retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and merchandise to retail customers, from which we generate a significant portion of our revenue and a large proportion of our profitability. As of March 31, 2025, we operated the stores under more than 25 regional store brands including 1-Stop, Admiral, Apple Market®, BreadBox, Corner Mart, Dixie Mart, ExpressStop, E-Z Mart®, fas mart®, fastmarket®, Flash Market, Handy Mart, Jetz, Jiffi Stop®, Jiffy Stop, Li’l Cricket, Market Express, Next Door Store®, Pride, Roadrunner Markets, Rose Mart, Rstore, Scotchman®, shore stop®, Speedy’s, SpeedyQ, Town Star, Uncle’s, Village Pantry® and Young’s. We focus our marketing and merchandising initiatives at our retail stores on offering our customers an assortment of products with an attractive value proposition. Our retail offering includes a wide array of cold and hot foodservice, beverages, cigarettes and other tobacco products, candy, salty snacks, grocery, beer and general merchandise. We have foodservice offerings at approximately 1,130 stores, which include hot and fresh grab-n-go foods, deli, fried chicken, bakery, pizza, roller grill items and other prepared foods. We supplement our foodservice offering with approximately 110 quick service major national brand restaurants. Relevant and delicious food offerings are a key strategic priority for us, and we expect to maintain a high degree of focus on frozen grab-n-go and enhanced hot food capabilities. Additionally, we provide a number of traditional convenience store services, including lottery, prepaid products, gift cards, money orders, ATMs, gaming, and other ancillary product and service offerings. We also generate revenues from car washes at approximately 70 of our locations.

Previous wording

We had approximately 2.23 million enrolled members in our fas REWARDS® loyalty program at the end of the third quarter of 2024, representing an increase of approximately 21% from the end of the third quarter of 2023. Our fas REWARDS® loyalty program is available in the majority of our stores and offers enrolled loyalty members in store exclusive promotional pricing, in-app member only deals not available without the app, as well as the ability to earn points that can be redeemed for either fuel or merchandise savings. Other in-app features include order and delivery, age verified offers on tobacco and alcohol, and a store locator with current gas prices at GPM stores nearby to members.

Current wording

We had approximately 2.32 million enrolled members in our fas REWARDS® loyalty program at the end of the first quarter of 2025, representing an increase of 10.9% from the end of the first quarter of 2024. Our fas REWARDS® loyalty program is available in the majority of our stores and offers enrolled loyalty members in store exclusive promotional pricing, in-app member only deals not available without the app, as well as the ability to earn points that can be redeemed for either fuel or merchandise savings. Other in-app features include order and delivery, age verified offers on tobacco and alcohol, and a store locator with current gas prices at GPM stores nearby to members.

Previous wording

We also generate revenue from our wholesale distribution of fuel and the sale of fuel at cardlock locations, and we earn commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites. We believe these revenues provide stable, ratable cash flows that, together with free cash flow from our retail segment, can be deployed to pursue accretive acquisitions and investments in our retail stores. The wholesale segment adds significant fuel volumes to our robust retail fuel sales, which we believe enhances our purchasing power for our entire platform, including our retail segment, and improves our competitiveness as an acquirer of choice.

Current wording

Our wholesale distribution of fuel, the sale of fuel at cardlock locations, and commissions earned from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites provide stable, ratable cash flows that, together with free cash flow from our retail segment, can be deployed to pursue accretive acquisitions and investments in our retail stores. The wholesale segment adds significant fuel volumes to our robust retail fuel sales, which we believe enhances our purchasing power for our entire platform, including our retail segment, and improves our competitiveness as an acquirer of choice.

Previous wording

Our retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and other merchandise to retail customers. At our convenience stores, we own the merchandise and fuel inventory and employ personnel to manage the store.

Current wording

Our retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and merchandise to retail customers. At our convenience stores, we own the merchandise and fuel inventory and employ personnel to manage the store.

Previous wording

Our wholesale segment supplies fuel to dealers, on either a consignment or cost plus basis. For consignment arrangements, we retain ownership of the fuel inventory at the site, are responsible for the pricing of the fuel to the end consumer and share a portion of the gross profit earned from the sale of fuel with the consignment dealers. For cost plus arrangements, we sell fuel to dealers and bulk and spot purchasers on a fixed-fee basis. The sales price is determined according to the terms of the relevant agreement, which typically reflects our total fuel costs plus the cost of transportation and a margin, with us generally retaining the prompt pay discounts and rebates.

Current wording

Our wholesale segment supplies fuel to dealers, sub-wholesalers, and bulk and spot purchasers, on either a consignment or cost plus basis. For consignment arrangements, we retain ownership of the fuel inventory at the site, are responsible for the pricing of the fuel to the end consumer and share a portion of the gross profit earned from the sale of fuel with the consignment dealers. For cost plus arrangements, we sell fuel to dealers and bulk and spot purchasers on a fixed-fee basis. The sales price is determined according to the terms of the relevant agreement, which typically reflects our total fuel costs plus the cost of transportation and a margin, with us generally retaining the prompt pay discounts and rebates.

Previous wording

Our fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites.

Current wording

Our fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites.

Previous wording

Our GPMP segment engages in the wholesale distribution of fuel to substantially all of our sites that sell fuel in the retail and wholesale segments, as well as to a limited number of third-party dealers. GPM Petroleum LP (“GPMP”) sells fuel at GPMP’s cost of fuel (including taxes and transportation) plus a fixed margin and charges a fixed fee primarily to sites in the fleet fueling segment which are not supplied by GPMP.

Current wording

Our GPMP segment engages in the wholesale distribution of fuel to substantially all of our sites that sell fuel in the retail and wholesale segments. GPM Petroleum LP (“GPMP”) sells fuel at GPMP’s cost of fuel (including taxes and transportation) plus a fixed margin and charges a fixed fee primarily to sites in the fleet fueling segment which are not supplied by GPMP.

Previous wording

Leveraging our unique, multi-segment operating model through more active conversion of retail stores within our retail segment to dealer sites within our wholesale segment. Following our review of our retail store portfolio, we have identified and expect to convert a meaningful number of retail locations to dealer sites, which we expect will yield greater profitability. Conversions of certain retail stores benefit both our dealers and us. Dealers are able to leverage their own scale by taking additional sites, while we realize higher profit from ongoing fuel supply agreements and rental income than from continuing to operate these stores in our retail segment. These conversions also will allow us to focus and better prioritize future investments in our remaining retail stores. In the nine months ended September 30, 2024, we converted 51 retail stores to dealer sites, and we expect to convert another approximately 100 retail stores by the end of the fourth quarter of 2024.

Current wording

Leveraging our unique, multi-segment operating model through more active conversion of retail stores within our retail segment to dealer sites within our wholesale segment. Following our review of our retail store portfolio, we have identified and expect to convert a meaningful number of retail locations to dealer sites, which we expect will yield greater profitability. Conversions of certain retail stores benefit both our dealers and us. Dealers are able to leverage their own scale by taking additional sites, while we realize higher profit from ongoing fuel supply agreements and rental income than from continuing to operate these stores in our retail segment. These conversions also will allow us to focus and better prioritize future investments in our remaining retail stores. During the three months ended March 31, 2025, we converted 59 retail stores to dealer sites, and we expect to convert a meaningful number of additional stores throughout 2025.

Previous wording

Additional targeted capital allocation toward strategic sub-segments of our retail stores, with a goal of increasing traffic and improving profitability. These investments will be guided by a pilot program currently in development, designed to enhance the customer experience and strengthen our value proposition, potentially including an expanded and refined offering across a larger store network, with a focus on food and an enhanced in-store experience. The pilot will focus on seven stores within one of our regions, with plans for a region-wide rollout before, ultimately, the expansion of this program across our retail footprint. The Company anticipates beginning permitting to implement the new design in the pilot stores in the fourth quarter of 2024, with remodeling activity to commence in early 2025.

Current wording

Additional targeted capital allocation toward strategic sub-segments of our retail stores, with a goal of increasing traffic and improving profitability. These investments will be guided by a pilot program, the development of which was initiated in 2024, designed to enhance the customer experience and strengthen our value proposition. Elements of this program are expected to include an expanded and refined merchandise assortment across our store network, with a focus on food and an enhanced in-store experience. Our current foodservice offering, which varies by store, primarily consists of hot and fresh grab-n-go foods, deli, fried chicken, bakery, pizza, roller grill items and other prepared foods. We have historically relied upon a limited number of franchised quick service restaurants and in-store delis to drive customer traffic. As a result, we believe that our under-penetration of foodservice presents an opportunity to expand foodservice offerings and margin in response to changing consumer behavior. The pilot program consists of seven stores within one of our regions, with plans for a region-wide rollout before, ultimately, the expansion of this program across our retail footprint. We started construction on one of the remodels in early May 2025 and expect to start work on the second remodel in the middle of May 2025.

Previous wording

Increased focused on both our pricing and procurement strategies across our retail stores to support ongoing merchandise margin rate growth.

Current wording

Increased focus on both our pricing and procurement strategies across our retail stores to support ongoing merchandise margin rate growth.

Previous wording

The following table provides a history of our acquisitions, site conversions and site closings for the periods noted, for the retail, wholesale and fleet fueling segments:

Current wording

The following tables provide a history of our acquisitions, site conversions and site closings, including as part of our Transformation Plan, for the periods noted, for the retail, wholesale and fleet fueling segments:

Previous wording

We achieved strong store growth over the last decade, driven primarily by a highly successful acquisition strategy, inclusive of 26 completed acquisitions from 2013 through September 30, 2024. On March 1, 2023, we acquired 135 convenience stores and gas stations, 181 dealer locations, a commercial, government, and industrial business, and certain distribution and transportation assets from Transit Energy Group, LLC (the “TEG Acquisition”). On June 6, 2023, we completed our acquisition of 24 Uncle’s convenience stores located across Western Texas, 68 proprietary GASCARD-branded cardlock sites and 43 private cardlock sites for fleet fueling operations located in Western Texas and Southeastern New Mexico from WTG Fuels Holdings, LLC (the “WTG Acquisition”). On August 15, 2023, we acquired seven Speedy’s convenience stores located in Arkansas and Oklahoma, which were previously locations operated by a dealer to which we supplied fuel (the “Speedy’s Acquisition” and, together with the TEG Acquisition and the WTG Acquisition, the “2023 Acquisitions”). On April 9, 2024, we completed our acquisition of 21 SpeedyQ Markets convenience stores located in Michigan (the “SpeedyQ Acquisition” and, together with the Speedy’s Acquisition, the “Speedy’s and SpeedyQ Acquisitions”). Our strategic acquisitions have had, and may continue to have, a significant impact on our reported results and can make period to period comparisons of results difficult. We believe our significant size and scale aids our efforts to successfully deploy our organic growth strategies in our acquired assets, which we anticipate will result in value accretion.

Current wording

We achieved strong store growth over the last decade, driven primarily by a highly successful acquisition strategy, inclusive of 26 completed acquisitions from 2013 through March 31, 2025. Most recently, on April 9, 2024, we completed our acquisition of 21 SpeedyQ Markets convenience stores located in Michigan (the “SpeedyQ Acquisition”). Our strategic acquisitions, as well as the conversion of a meaningful number of retail locations to dealer sites, have had, and may continue to have, a significant impact on our reported results, which can make period to period comparisons of results difficult.

Previous wording

The cost of our main products, gasoline and diesel fuel, is greatly impacted by the wholesale cost of fuel in the United States. We attempt to pass on wholesale fuel cost changes to our customers through retail price changes; however, we are not always able to do so. Competitive conditions primarily affect the timing of any related increase or decrease in retail prices. As a result, we tend to experience lower fuel margins when the cost of fuel is increasing gradually over a longer period and higher fuel margins when the cost of fuel is declining or more volatile over a shorter period of time. Depending on future market and geopolitical conditions, the supply of fuel, including diesel fuel in particular, may become constrained. Accordingly, we maintain terminal storage of diesel fuel for short-term supply needs for our fleet fueling sites.

Current wording

The cost of our main products, gasoline and diesel fuel, is greatly impacted by the wholesale cost of fuel in the United States. We attempt to pass wholesale fuel cost changes to our customers through retail price changes; however, we are not always able to do so. Competitive conditions primarily affect the timing of any related increase or decrease in retail prices. As a result, we tend to experience lower fuel margins when the cost of fuel is increasing gradually over a longer period and higher fuel margins when the cost of fuel is declining or more volatile over a shorter period of time. Depending on future market and geopolitical conditions, the supply of fuel, including diesel fuel in particular, may become constrained. Accordingly, we maintain terminal storage of diesel fuel for short-term supply needs for our fleet fueling sites.

Previous wording

Additionally, the significant increase in the rate of inflation in the U.S. in recent years and the effect of higher prevailing interest rates has increased merchandise costs and reduced consumer purchasing power. We have mitigated a portion of these higher costs with retail price increases. The persistence of, or increase in, inflation or high interest rates could negatively impact the demand for our products and services, including due to consumers reducing travel, which could reduce sales volumes. Additionally, because of current labor market conditions and the prevailing wage rates in the markets in which we operate, we have increased wages, which has increased our costs associated with recruiting and retaining qualified personnel.

Current wording

Additionally, the significant increase in the rate of inflation in the U.S. in recent years and the effect of higher prevailing interest rates have increased merchandise cost and reduced consumer purchasing power. We have mitigated the impact of a portion of these higher costs on operating results with retail price increases. The persistence of, or increase in, inflation or high interest rates could negatively impact the demand for our products and services, including due to consumers reducing travel, which could reduce sales volumes. Because of recent and current labor market conditions and the prevailing wage rates in the markets in which we operate, we have increased wages, which has increased, and may continue to increase, our costs associated with recruiting and retaining qualified personnel. Additionally, any major changes in tax or trade policy between the U.S. and countries from which we or our suppliers source merchandise and other products for our sites, such as the imposition of additional tariffs or duties on imported products, could require us to take certain actions, including raising prices on products we sell and seeking alternative sources of supply. Further, any major changes could lead to significant cost increases and delays in opening remodeled or new convenience stores or other improvements to our sites.

Previous wording

Our business is seasonal, and our operating income in the second and third quarters has historically been significantly greater than in the first and fourth quarters as a result of the generally favorable climate and seasonal buying patterns of our customers. Inclement weather, especially in the Midwest and Northeast regions of the U.S. during the winter months, can negatively impact our financial results.

Current wording

Our business is seasonal, and our operating income in the second and third quarters has historically been significantly greater than in the first and fourth quarters as a result of the generally favorable climate and seasonal buying patterns of our customers.

Previous wording

Results of Operations for the three and nine months ended September 30, 2024 and 2023

Current wording

Results of Operations for the three months ended March 31, 2025 and 2024

Previous wording

The period-to-period comparisons of our results of operations contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation have been prepared using our condensed consolidated interim financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Financial Statements”). The following discussion should be read in conjunction with such condensed interim consolidated financial statements and related notes. All figures for fuel contribution and fuel margin per gallon exclude the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel (intercompany charges by GPMP).

Current wording

The period-to-period comparisons of our results of operations contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation have been prepared using our condensed consolidated interim financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Financial Statements”). The following discussion should be read in conjunction with the Quarterly Financial Statements. All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel (intercompany charges by GPMP).

Previous wording

The table below shows our consolidated results for the three and nine months ended September 30, 2024 and 2023, together with certain key metrics.

Current wording

The table below shows our consolidated results for the three months ended March 31, 2025 and 2024, together with certain key metrics.

Previous wording

4 Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Current wording

4 Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net loss.

Previous wording

For the three months ended September 30, 2024, fuel revenue decreased by $302.5 million, or 14.5%, compared to the third quarter of 2023. The decrease in fuel revenue was attributable primarily to fewer same store gallons sold in the third quarter of 2024 compared to the third quarter of 2023 and a decrease in the average price of fuel compared to the third quarter of 2023, which was partially offset by incremental gallons sold related to the Speedy’s and SpeedyQ Acquisitions.

Current wording

For the three months ended March 31, 2025, fuel revenue decreased by $184.4 million, or 11.3%, compared to the first quarter of 2024. The decrease in fuel revenue was attributable primarily to a decrease in the average price of fuel compared to the first quarter of 2024 and fewer gallons sold in the first quarter of 2025 compared to the first quarter of 2024 due to a challenging macroeconomic environment, as well as severe weather conditions in January and February 2025 in certain of the markets in which we operate.

Previous wording

For the three months ended September 30, 2024, total operating expenses decreased by $337.6 million, or 13.1%, compared to the third quarter of 2023. Fuel costs decreased $297.5 million, or 15.5%, compared to the third quarter of 2023 due to both a lower average cost of fuel and fewer gallons sold on a same store basis, which were partially offset by incremental gallons related to the Speedy’s and SpeedyQ Acquisitions. Merchandise costs decreased $30.1 million, or 8.7%, compared to the third quarter of 2023, consistent with merchandise revenues trends. For the three months ended September 30, 2024, site operating expenses decreased $4.0 million, or 1.7%, compared to the third quarter of 2023 primarily due to a decrease in same store expenses, including lower personnel costs and credit card fees, and a decrease from underperforming retail stores that we closed or converted to dealers, which were partially offset by incremental expenses as a result of the Speedy’s and SpeedyQ Acquisitions.

Current wording

For the three months ended March 31, 2025, total operating expenses decreased by $236.4 million compared to the first quarter of 2024. Fuel costs decreased $177.2 million, or 11.8%, compared to the first quarter of 2024, and merchandise costs decreased $42.8 million, or 15.3%, compared to the first quarter of 2024, consistent with the reduction in fuel and merchandise revenues. For the three months ended March 31, 2025, site operating expenses decreased $19.0 million, or 8.7%, compared to the first quarter of 2024 due to a decrease in same store expenses, including lower personnel costs and credit card fees partially offset by higher snow removal expenses resulting from severe weather conditions in certain of the markets in which we operate, and expenses from retail stores that we closed or converted to dealers, slightly offset by incremental expenses as a result of the SpeedyQ Acquisition.

Previous wording

For the nine months ended September 30, 2024, depreciation and amortization expenses increased $3.5 million, or 3.7%, compared to the first three quarters of 2023 primarily due to assets acquired in the previous twelve-month period, largely in connection with the 2023 Acquisitions and the SpeedyQ Acquisition.

Current wording

For the three months ended March 31, 2025, depreciation and amortization expenses increased $3.2 million, or 10.0%, compared to the first quarter of 2024 primarily due to assets acquired in the trailing 12 month period.

Previous wording

For the nine months ended September 30, 2024, interest and other financial expenses, net decreased by $0.9 million compared to the first three quarters of 2023, primarily related approximately $9.2 million recorded as financial income related to the issuance of the First Installment Shares (as defined in Note 4 to our Quarterly Financial Statements) as payment of deferred consideration and the settlement of deferred consideration related to the TEG Acquisition, which was partially offset by a decrease of $2.4 million in income recorded in the first three quarters of 2024 compared to the prior year period for fair value adjustments related to the Public Warrants, Private Warrants and Additional Deferred Shares, higher average outstanding debt balances, a higher average interest rate for the first three quarters of 2024 and higher interest expenses related to financial liabilities.

Current wording

For the three months ended March 31, 2025, interest and other financial expenses, net increased by $11.4 million compared to the first quarter of 2024, primarily related to a decrease of $3.8 million in income recorded in the first quarter of 2025 compared to the prior year period for fair value adjustments related to the Public Warrants, Private Warrants and Additional Deferred Shares (each as defined in Note 9 to the Quarterly Financial Statements) and approximately $9.2 million recorded as financial income in the first quarter of 2024 related to the issuance of the shares as payment of deferred consideration and the settlement of deferred consideration related to the TEG acquisition, partially offset by higher interest income generated and lower average interest rates in the first quarter of 2025.

Previous wording

For the three months ended September 30, 2024 and 2023, net income attributable to the Company was $9.7 million and $21.4 million, respectively.

Current wording

For the three months ended March 31, 2025, net loss attributable to the Company was $12.7 million compared to $0.6 million for the three months ended March 31, 2024.

Previous wording

In the discussion of our segment results, we disclose certain information with respect to our acquisitions on an “incremental” basis. For example, incremental fuel gallons sold with respect to recent acquisitions. Incremental amounts or gallons related to such acquisitions reflect only the change (i.e. increase) in the contribution of the acquisitions between the referenced periods. For example, if an acquisition was made in 2023, the amounts attributed to 2023 for that acquisition for the period owned were deducted from such acquisition’s 2024 results as presented in the tables below in order to disclose only the change period over period from such acquisition. Because we discuss incremental change in the narratives below, such change may differ from the applicable aggregate information contained in the tables below.

Current wording

In the discussion of our segment results, we disclose certain information with respect to our acquisitions on an “incremental” basis. For example, incremental fuel gallons sold with respect to recent acquisitions. Incremental amounts or gallons related to such acquisitions reflect only the change (i.e. increase) in the contribution of the acquisitions between the referenced periods as they are not reflected yet in same store figures.

Previous wording

The table below shows the results of the retail segment for the three and nine months ended September 30, 2024 and 2023, together with certain key metrics for the segment.

Current wording

The table below shows the results of the retail segment for the three months ended March 31, 2025 and 2024, together with certain key metrics for the segment.

Previous wording

1 Same store is a common metric used in the convenience store industry. We consider a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to “Use of Non-GAAP Measures” below for discussion of this measure.

Current wording

2 Same store is a common metric used in the convenience store industry. We consider a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to “Use of Non-GAAP Measures” below for discussion of this measure.

Previous wording

3 Calculated as fuel contribution divided by fuel gallons sold.

Current wording

4 Calculated as fuel contribution divided by fuel gallons sold.

Previous wording

The table below shows financial information and certain key metrics of recent acquisitions in the retail segment that do not have (or have only partial) comparable information for any of the prior periods.

Current wording

The table below shows financial information and certain key metrics of the SpeedyQ Acquisition within the retail segment, for which there is no comparable information for the prior period.

Previous wording

2 Acquisition of 21 SpeedyQ retail stores.

Current wording

1 Acquisition of 21 SpeedyQ retail stores.

Previous wording

3 Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin paid to GPMP for the cost of fuel.

Current wording

2 Excludes the estimated fixed margin paid to GPMP for the cost of fuel.

Previous wording

For the three months ended September 30, 2024, fuel revenue decreased by $156.6 million, or 14.4%, compared to the third quarter of 2023. The decrease in fuel revenue was attributable to a decrease in gallons sold at same stores of approximately 6.6%, or 19.2 million gallons, reflecting the challenging macro-economic environment, as well as a $0.33 per gallon decrease in the average retail price of fuel in the third quarter of 2024 compared to the third quarter of 2023 primarily due to market factors. Partially offsetting this decrease was an incremental 5.0 million gallons sold, or $16.0 million in combined fuel revenue, contributed by the stores acquired in the Speedy’s and SpeedyQ Acquisitions. Underperforming retail stores, which we closed or converted to dealers over the last 12 months in order to optimize profitability, also negatively impacted gallons sold during the third quarter of 2024.

Current wording

For the three months ended March 31, 2025, fuel revenue decreased by $133.7 million, or 16.2%, compared to the first quarter of 2024. The decrease in fuel revenue was attributable to a decrease in gallons sold at same stores of approximately 6.2%, or 14.6 million gallons, reflecting the challenging macroeconomic environment as well as severe weather conditions in January and February 2025 in certain of the markets in which we operate, and a $0.16 per gallon decrease in the average retail price of fuel in the first quarter of 2025 compared to the first quarter of 2024, primarily due to market factors. Retail stores which we closed or converted to dealers in the trailing 12 month period also negatively impacted gallons sold by 19.2 million gallons. Partially offsetting these decreases was an incremental 3.1 million gallons sold, or $9.2 million in fuel revenue, contributed by the SpeedyQ Acquisition.

Previous wording

For the three months ended September 30, 2024, merchandise revenue decreased by $36.8 million, or 7.3%, compared to the third quarter of 2023. The Speedy’s and SpeedyQ Acquisitions contributed approximately $8.8 million of incremental merchandise revenue. Same store merchandise sales decreased $37.4 million, or 7.7%, for the third quarter of 2024 compared to the third quarter of 2023, primarily caused by a decline in customer transactions reflecting the challenging macro-economic environment. About half the decline in same store merchandise revenue was caused by lower contribution from cigarettes. In addition, there was a decrease in merchandise revenue from underperforming retail stores that we closed or converted to dealers.

Current wording

For the three months ended March 31, 2025, merchandise revenue decreased by $60.2 million, or 14.5%, compared to the first quarter of 2024, primarily caused by a decline in customer transactions reflecting the challenging macroeconomic environment as well as severe weather conditions in January and February 2025 in certain of the markets in which we operate, and a decrease in merchandise revenue of $40.5 million from retail stores that we closed or converted to dealers in the trailing 12 month period. The SpeedyQ Acquisition contributed approximately $5.7 million of incremental merchandise revenue. Same store merchandise sales decreased $25.5 million, or 6.9%, for the first quarter of 2025 compared to the first quarter of 2024. More than half of the decline in same store merchandise revenue was caused by lower revenues from cigarettes.

Previous wording

For the nine months ended September 30, 2024, fuel contribution increased $2.0 million, or 0.6%, compared to the same period in 2023. Incremental fuel contribution from the 2023 Acquisitions and the SpeedyQ Acquisition of approximately $15.0 million was partially offset by a decrease in same store fuel contribution of $11.2 million. Same store fuel margin per gallon for the first three quarters of 2024 increased to 40.0 cents per gallon from 38.7 cents per gallon for the first three quarters of 2023. In addition, a decrease in fuel contribution related to underperforming retail stores that we closed or converted to dealers decreased fuel contribution compared to the first three quarters of 2023.

Current wording

For the three months ended March 31, 2025, fuel contribution decreased $7.7 million, or 8.2%, compared to the first quarter of 2024. The same store fuel contribution decrease of $3.2 million was partially offset by incremental fuel contribution from the SpeedyQ Acquisition of approximately $1.3 million. Fuel margin per gallon at same stores for the first quarter of 2025 increased to

Previous wording

For the nine months ended September 30, 2024, merchandise contribution increased $6.3 million, or 1.4%, compared to the same period in 2023, and merchandise margin increased to 32.7% compared to 31.5% in the prior period. The increase was due to $19.7 million in incremental merchandise contribution from the 2023 Acquisitions and the SpeedyQ Acquisition which was partially offset by a decrease in same store merchandise contribution of approximately $10.8 million. Same store merchandise contribution decreased in the first three quarters of 2024 primarily due to lower contribution from several core destination categories and cigarettes, partially offset by higher contribution from other tobacco products. Same store merchandise margin was 32.6% in the first three quarters of 2024 compared to 31.6% in the first three quarters of 2023. In addition, a decrease in merchandise contribution related to underperforming retail stores that we closed or converted to dealers decreased merchandise contribution compared to the first three quarters of 2023.

Current wording

For the three months ended March 31, 2025, merchandise contribution decreased $17.3 million, or 12.9%, compared to the same period in 2024, while merchandise margin increased to 33.2% compared to 32.5% in the prior period. The decrease in merchandise contribution was due to a decrease in merchandise contribution of $12.8 million related to retail stores that we closed or converted to dealers in the trailing 12 month period and a decrease in same store merchandise contribution of approximately $6.6 million, partially offset by $1.8 million in incremental merchandise contribution from the SpeedyQ Acquisition. Same store merchandise contribution decreased in the first quarter of 2025 primarily due to lower contributions from several core destination categories and cigarettes. Same store merchandise margin was 33.2% in the first quarter of 2025 compared to 32.7% in the first quarter of 2024.

Previous wording

For the three months ended September 30, 2024, site operating expenses decreased $3.1 million, or 1.5%, compared to the three months ended September 30, 2023, primarily due to a decrease in same store operating expenses of $2.8 million, or 1.4%, primarily related to lower personnel costs and lower credit card fees. The decrease in site operating expenses also resulted from underperforming retail stores that were closed or converted to dealers. These decreases were partially offset by $3.8 million of incremental expenses related to the Speedy’s and SpeedyQ Acquisitions.

Current wording

For the three months ended March 31, 2025, site operating expenses decreased $20.8 million, or 10.5%, compared to the three months ended March 31, 2024 primarily due $22.2 million of reduced expenses related to retail stores that we closed or converted to dealers in the trailing 12 month period, and a decrease in same store operating expenses of $2.3 million, or 1.4%, related to lower personnel costs and credit card fees partially offset by higher snow removal expenses resulting from severe weather conditions in certain of the markets in which we operate. These decreases were partially offset by $3.3 million of incremental expenses related to the SpeedyQ Acquisition.

Previous wording

The table below shows the results of the wholesale segment for the three and nine months ended September 30, 2024 and 2023, together with certain key metrics for the segment.

Current wording

The table below shows the results of the wholesale segment for the three months ended March 31, 2025 and 2024, together with certain key metrics for the segment.

Previous wording

The table below shows the results of the fleet fueling segment for the three and nine months ended September 30, 2024 and 2023, together with certain key metrics for the segment.

Current wording

The table below shows the results of the fleet fueling segment for the three months ended March 31, 2025 and 2024, together with certain key metrics for the segment.