ARKO Petroleum Corp.

10-K 1 apc_10k_12312025.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

OR

For the transition period from to .

Commission file number 001-43121

(Exact Name of Registrant as Specified in Its Charter)

8565 Magellan Parkway

Suite 400

Richmond, Virginia 23227-1150

(Address of Principal Executive Offices) (Zip Code)

(804) 730-1568

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No

The registrant was not a public company as of June 30, 2025, the last business day of its most recently completed second fiscal quarter; therefore, the registrant cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date. The registrant’s common stock began trading on the Nasdaq Capital Market on February 12, 2026.

As of March 27, 2026, the registrant had 12,570,223 shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”) outstanding.

Documents Incorporated by Reference

Portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2025.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (“PSLRA”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements about our expectations, beliefs or intentions regarding our business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in “Item 1A. Risk Factors” of this Annual Report on Form 10-K. We do not undertake any obligation to update forward-looking statements, except to the extent required by applicable law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance.

Risks and uncertainties, the occurrence of which could adversely affect our business and cause actual results to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, the following:

•

our ability to effectively compete in the highly competitive fragmented motor fuel distribution industry and the fleet fueling business;

•

sustained inflationary pressures on costs for labor, services and materials, and high interest rates;

•

seasonal trends;

•

changes in the wholesale prices of motor fuel;

•

significant changes in demand for fuel-based modes of transportation and for trucking services;

•

negative events or developments associated with branded motor fuel suppliers;

•

dependency on several principal suppliers for our fuel purchases and third-party transportation providers for the transportation of most of our motor fuel;

•

significant portion of our revenue is generated under fuel supply agreements with dealers that must be renegotiated or replaced periodically;

•

changes in economic conditions, tax or trade policy, and consumer confidence in the U.S.;

•

acquisitions not on economically acceptable terms, or acquisitions that do not perform as expected;

•

our ability to successfully integrate acquired operations or otherwise realize the expected benefits from our acquisitions;

•

the Russia-Ukraine War, Israel-Hamas War, U.S./Israel-Iran War, events occurring in response thereto and any expansion of hostilities;

•

environmental protection and operational health and safety laws and regulations related to the distribution, transportation and storage of motor fuels, or business interruptions and inherent hazards and risks that may expose us, our customers or suppliers, to significant costs and liabilities;

•

our ability and our customers’ and suppliers’ ability to obtain, maintain and comply with government permits, licenses and approvals;

•

failure to comply with applicable laws and regulations;

•

generation of sufficient cash from operations after payment of our expenses, and establishment of cash reserves to enable us to pay the intended quarterly distribution to our stockholders;

•

extensive tax liabilities imposed by multiple jurisdictions;

•

the loss of key senior management personnel or the failure to recruit or retain qualified senior management personnel;

•

unfavorable weather conditions;

•

payment-related risks that may result in higher operating costs or the inability to process payments;

•

significant disruptions of information technology systems, breaches of data security or other cybersecurity incidents, or compromised data;

•

evolving laws, regulations, standards, and contractual obligations related to data privacy and security regulations, and our actual or perceived failure to comply with such obligations;

•

our ability to renew leases of land on which certain of our sites are located, or our ability to renew such leases with terms favorable to us;

•

our ability to lease sites we own or sublease sites we lease on favorable terms;

•

our failure to adequately secure, maintain, and enforce our intellectual property rights;

•

our operations present risks which may not be fully covered by insurance;

•

we are a restricted subsidiary and guarantor under the indenture governing the Senior Notes and are therefore subject to various covenants;

•

the agreements governing our indebtedness contain various restrictions and financial covenants;

•

our level of indebtedness, together with ARKO Parent’s indebtedness, the terms of our and its borrowings and any future ARKO Parent credit ratings;

•

our and ARKO Parent’s variable rate debt;

•

changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences;

•

the market price and trading volume of our Class A common stock may be volatile and could decline significantly;

•

continued concentrated ownership of our common stock could depress our Class A common stock price;

•

risks related to our multi-class structure on the market price of our Class A common stock; and

•

future sales or distributions of shares of our Class A common stock could depress our Class A common stock price.

SUMMARY OF PRINCIPAL RISK FACTORS

You should carefully consider the summary of risks below, together with the more detailed risk factors related to our business and industry described under “Risk Factors” contained in Item 1A of this Annual Report on Form 10-K. The occurrence of any of the events discussed below could significantly and adversely affect our business, prospects, results of operations, financial condition and cash flows.

· The wholesale motor fuel distribution industry and the fleet fueling business are characterized by intense competition and fragmentation, and our failure to effectively compete could adversely affect our business, financial condition and results of operations;

· Our business could be adversely affected by sustained inflationary pressures which may decrease our operating margins and increase working capital investments required to operate our business;

· Significant changes in demand for fuel-based modes of transportation and for trucking services could materially adversely affect our business;

· We depend on several principal suppliers for our fuel purchases and third-party transportation providers for the transportation of most of our motor fuel. A failure by a principal supplier to renew its supply agreement, a disruption in supply, a significant change in supplier relationships or a significant incident related to a supplier could have a material adverse effect on our business and results of operations;

· A significant portion of our revenue is generated under fuel supply agreements with dealers that must be renegotiated or replaced periodically. If we are unable to successfully renegotiate or replace these agreements, then our results of operations and financial condition could be adversely affected;

· If our acquisitions are not on economically acceptable terms, or if our acquisitions do not perform as we expect, our future growth may be negatively impacted;

· The distribution, transportation and storage of motor fuels is subject to environmental protection and operational safety laws and regulations, business interruptions and inherent hazards and risks that may expose us, our customers or suppliers, to significant costs and liabilities, which could have a material adverse effect on our business;

· We are subject to extensive tax liabilities imposed by multiple jurisdictions that potentially have a material adverse effect on our financial condition and results of operations;

· The loss of key senior management personnel or the failure to recruit or retain qualified senior management personnel could materially adversely affect our business;

· Significant disruptions of information technology systems, breaches of data security or other cybersecurity incidents, or compromised data could materially adversely affect our business;

· We are a restricted subsidiary and guarantor under the indenture governing the Senior Notes (as defined herein) and are subject to various covenants under such indenture, which may adversely affect our operations;

· The agreements governing our indebtedness contain various restrictions and financial covenants that may restrict our business and financing activities;

· Our level of indebtedness, together with ARKO Parent’s indebtedness, the terms of our and its borrowings and any future ARKO Parent credit ratings could adversely affect our ability to grow our business, our ability to make cash distributions to our stockholders and our credit ratings and profile;

· Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, operating results and financial condition;

· ARKO Parent controls our Company and has the ability to control the direction of our business;

· ARKO Parent’s interests may conflict with our interests and the interests of our other stockholders. Conflicts of interest or disputes between ARKO Parent and our Company could be resolved in a manner unfavorable to our Company and our other stockholders;

· The services that ARKO Parent provides to us may not be sufficient to meet our needs, which may result in increased costs and otherwise adversely affect our business;

· If ARKO Parent terminates the Management Services Agreement (as defined herein), or defaults in the performance of its obligations under such agreement, we may be unable to contract with a substitute service provider on similar terms, or at all;

· The liability and obligations of ARKO Parent is limited under our arrangements with it and we have agreed to indemnify ARKO Parent against claims that it may face in connection with certain of such arrangements;

· ARKO Parent may compete with us;

· We have no operating history as a separate public company, and our historical financial information is not necessarily representative of the results we would have achieved as a separate public company and may not be a reliable indicator of our future results;

· The concentrated ownership of our common stock could depress our Class A common stock price;

· We cannot predict the effect our multi-class structure may have on the market price of our Class A common stock;

· Future sales or distributions of shares of our Class A common stock by ARKO Parent could depress our Class A common stock price, impact our operations or result in a change in control of us;

· We are a holding company and our only material asset is our interests in our subsidiaries, and we are accordingly dependent upon distributions from our subsidiaries to pay dividends and taxes and other expenses;

· Certain provisions in our charter (as defined herein) or our debt facilities may discourage, delay or prevent a change in control or prevent an acquisition of our business at a premium price;

· We are a “controlled company” within the meaning of the rules of Nasdaq and, as a result, qualify for, and may in the future rely on, exemptions from certain corporate governance requirements. Our stockholders do not have the same protections afforded to stockholders of companies that are subject to such requirements; and

· We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act.

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