ARKO Corp.

Previous wording

Based in Richmond, VA, we are a leading independent convenience store operator and, as of September 30, 2025, we were one of the largest convenience store chains in the United States (“U.S.”) ranked by store count, operating 1,182 retail convenience stores. As of September 30, 2025, we also supplied fuel to 2,053 dealers locations and operated 288 cardlock locations (unstaffed fueling locations). We are well diversified geographically and, as of September 30, 2025, 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, Virginia, ARKO Corp. is one of the largest operators of convenience stores in the United States (“U.S.”), ranked by store count, operating 1,079 retail convenience stores as of March 31, 2026. We are also one of the largest wholesalers of fuel by gallons in the U.S. As of March 31, 2026, we supplied fuel to 2,126 dealer locations and operated 292 proprietary and third-party cardlock locations (unstaffed fueling locations). We are well diversified geographically and as of March 31, 2026, operated in the District of Columbia and more than 30 states in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern U.S. We own 100% of GPM Investments, LLC, a Delaware limited liability company (“GPM”), which was our primary operating entity until the closing of the initial public offering of the Class A common stock of our subsidiary ARKO Petroleum Corp., a Delaware corporation (“APC”), on February 13, 2026 (the “APC IPO”), after which GPM became our primary operating entity for our retail segment, and APC became our primary operating entity for our wholesale, fleet fueling and GPMP segments. We own 73.6% of the economic interests and 93.3% of the combined voting power of APC. APC’s Class A common stock began trading on the Nasdaq under the symbol “APC” on February 12, 2026.

Previous 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.

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. At our convenience stores, we own the merchandise and fuel inventory and employ personnel to manage the store.

Previous 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 September 30, 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 1,015 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 90 quick service major national brand restaurants. Relevant and delicious food offerings are a key strategic priority for us, and we followed up on the launch of the flagship location of our new format store program in June 2025 by reopening an additional location in early August 2025, as described in more detail below. 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.

Current wording

As of March 31, 2026, 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.

Previous wording

Our wholesale segment supplies fuel to dealers, sub-wholesalers, and bulk and spot purchasers, on either a cost plus basis or consignment basis. For consignment arrangements, we retain ownership of the fuel inventory at the site until the time of sale to the ultimate customer by the dealer, we are responsible for the pricing of the fuel to the end consumer, and we share the gross profit generated from the sale of the fuel by the dealers. In certain cases, gross profit is split based on a percentage and in others, we pay a fixed fee per gallon to the dealer. 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 with the dealer, which generally includes a stated reference price for the fuel plus the cost of transportation and a margin. We generally retain any prompt pay discounts and rebates.

Current wording

Furthermore, we generally retain any prompt pay discounts and rebates from our fuel suppliers. For consignment arrangements, we retain ownership of the fuel inventory at the site until the time of sale to the ultimate customer by the dealer, we are responsible for the pricing of the fuel to the end consumer and we share the gross profit generated from the sale of fuel by the dealer based on the terms of the relevant contract. In certain cases, gross profit is split based on a percentage and in others, we pay a fixed fee per gallon to the dealer and retain the remainder of the profit.

Previous wording

Our GPMP segment primarily engages in inter-segment transactions of wholesale distribution of fuel to substantially all of our sites that sell fuel in the retail and wholesale segments. GPM Petroleum LP (“GPMP”) sells and supplies fuel at GPMP’s cost of fuel (including taxes and transportation) plus a fixed margin to such supplied sites and charges an inter-segment fixed fee primarily to sites in the fleet fueling segment which are not supplied by GPMP. The effect of these inter-segment transactions was eliminated in the consolidated financial statements.

Current wording

Our GPMP segment primarily engages in inter-segment transactions of wholesale distribution of fuel to substantially all of our sites that sell fuel in the retail and wholesale segments, and beginning February 1, 2026, to locations in the fleet fueling segment. Our GPMP segment sells and supplies fuel at its cost of fuel (including taxes and transportation) plus a fixed margin to such supplied sites and charges an inter-segment fixed fee primarily, prior to February 1, 2026, to sites in the fleet fueling segment that were not supplied by the GPMP segment. The effect of these inter-segment transactions was eliminated in the Consolidated Financial Statements.

Previous wording

We had approximately 2.39 million enrolled members in our fas REWARDS® loyalty program at the end of the third quarter of 2025, representing an increase of 7.1% from the end of the third quarter of 2024. Our fas REWARDS® loyalty program is available in all of our retail 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.

Current wording

As of March 31, 2026, we had approximately 2.5 million enrolled members in our fas REWARDS loyalty program, representing a year over year increase of approximately 6.8% from the end of the first quarter of 2025. Our fas REWARDS loyalty program is available in all of our retail stores and offers enrolled loyalty members the most value in our stores, in-app member only deals not available without the app, and the ability to earn points that can be redeemed for either fuel or merchandise savings. Other in-app features include the ability to convert earned points to fas BUCKS, which can be spent like cash on most merchandise categories in our stores, and, as part of our Fueling America’s Future promotion, stackable fuel cents off up to $2.50 off per gallon (up to 20 gallons) to celebrate America’s 250th anniversary in 2026.

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. Conversions of certain retail stores benefit both our dealers and us. In such cases, dealers can 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 allow us to focus on and better prioritize future investments in our remaining retail stores. During the three months ended September 30, 2025, we converted 65 retail stores to dealer sites, for a total of 194 stores converted in the nine months ended September 30, 2025, and a total of 347 stores converted since the beginning of the retail store conversion initiative in the middle of 2024. We expect to convert a meaningful number of additional stores throughout the balance of 2025 and 2026. These conversions have resulted in approximately $6.5 million in incremental operating income before general and administrative expenses for the nine months ended September 30, 2025.

Current wording

Starting in the middle of 2024, as part of our Transformation Plan, we commenced leveraging our unique, multi-segment operating model to expand our wholesale fuel distribution network by converting a meaningful number of retail stores within our retail segment to dealer locations within our wholesale segment. Conversions of certain retail stores benefit both our retail and wholesale segments, as these sites have yielded, and we expect will continue to yield, greater profitability once converted. In such cases, we realize higher profit from ongoing fuel supply agreements and rental income than from continued operation of these stores in our retail segment. These conversions also allow us to focus on and better prioritize future investments in our remaining retail stores. During the three months ended March 31, 2026, we converted 41 retail stores to dealer locations, and we have converted a total of 450 stores since the beginning of this initiative. We expect to continue to convert a meaningful number of additional stores throughout 2026. These conversions have resulted in approximately $5.7 million and $13.0 million in incremental operating income before general and administrative expenses for the three months ended March 31, 2026 and the 12-month period ended March 31, 2026, respectively.

Previous wording

As we proceed with this Transformation Plan, we may incur associated non-recurring expenses, including personnel costs, divestiture costs, professional services fees, and losses on disposal of assets and impairment charges.

Current wording

As we proceed with our Transformation Plan, we may incur associated non-recurring expenses, including personnel costs, divestiture costs, professional services fees, and losses on disposal of assets and impairment charges.

Previous wording

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

Current wording

We continue to increase our focus on both our pricing and procurement strategies across our retail stores to support ongoing merchandise margin rate growth, including using customer centric data-driven decisions to expand our six core destination merchandise categories, which are packaged beverages, candy, salty snacks, packaged sweet snacks, alternative snacks and beer. Because our core destination merchandise categories represent a high concentration of our merchandise contribution, we focus on marketing and merchandising initiatives within these categories because we believe that they will have the greatest impact on our performance.

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, 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 difficult.

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, 2026. Our strategic acquisitions, as well as the conversion of a meaningful number of retail stores to dealer locations, have had, and may continue to have, a significant impact on our reported results, which can make period to period comparisons 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 wholesale fuel cost changes to our customers through retail price changes; however, we are not always able to do so. Competitive conditions primarily drive the timing of any increases or decreases in retail prices. We tend to realize 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. Because market and geopolitical conditions constrain, from time to time, the supply of fuel, including diesel fuel in particular, 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 U.S. Fuel margins for our retail stores, our fleet fueling sites and consignment agent locations can change rapidly because they are influenced by many factors, including: the wholesale cost of fuel; interruptions in supply caused by severe weather; supply chain disruptions; refinery mechanical failures; and competition in the local markets in which we operate. We pass wholesale fuel cost changes to our fuel supply dealers and attempt to pass wholesale fuel cost changes to our retail, fleet fueling and consignment customers through price changes; however, we are not always able to do so. We tend to realize lower fuel margins when the cost of fuel increases gradually over a longer period and higher fuel margins when the cost of fuel declines or is more volatile over a shorter period.

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 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 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 that we 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.

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 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 new or additional tariffs or duties on imported products, could require that we 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.

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 because 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, 2025 and 2024

Current wording

Results of Operations for the three months ended March 31, 2026 and 2025

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 unaudited 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).

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 unaudited 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 fixed margin or fixed fee paid to the GPMP segment for the cost of fuel, which are intercompany charges by the GPMP segment.

Previous wording

The table below shows our consolidated results for the three and nine months ended September 30, 2025 and 2024, together with certain key metrics.

Current wording

The table below shows our consolidated results for the three months ended March 31, 2026 and 2025, 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 nine months ended September 30, 2025, fuel revenue decreased by $686.3 million, or 12.9%, compared to the first three quarters of 2024. The decrease in fuel revenue was attributable primarily to a decrease in the average price of fuel compared to the first three quarters of 2024 and fewer gallons sold in the first three quarters of 2025 compared to the first three quarters 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.

Current wording

For the three months ended March 31, 2026, fuel revenue decreased by $12.8 million, or 0.9%, compared to the first quarter of 2025. The decrease in fuel revenue was attributable primarily to fewer gallons sold in the first quarter of 2026 compared to the first quarter of 2025 due to a challenging macroeconomic environment as well as severe weather conditions in the quarter in several markets in which we operate, partially offset by an increase in average price of fuel compared to the first quarter of 2025.

Previous wording

For the three months ended September 30, 2025, merchandise revenue decreased by $79.9 million, or 17.0%, compared to the third quarter of 2024, primarily due to a decrease in merchandise revenue from retail stores that we closed or converted to dealers since the middle of 2024 as well as a decrease in same store merchandise revenues.

Current wording

For the three months ended March 31, 2026, merchandise revenue decreased by $49.1 million, or 13.8%, compared to the first quarter of 2025, primarily due to a decrease in merchandise revenue from retail stores that we closed or converted to dealer locations and severe weather conditions in the quarter in several markets in which we operate, as well as a slight decrease in same store merchandise revenues.

Previous wording

For the three months ended September 30, 2025, other revenues, net increased by $5.4 million, or 20.8%, compared to the third quarter of 2024, primarily due to the net impact of additional income from retail stores that we converted to dealers since the middle of 2024.

Current wording

For the three months ended March 31, 2026, other revenues, net increased by $4.3 million, or 15.6%, compared to the first quarter of 2025, primarily due to the net impact of additional income from retail stores that we converted to dealer locations.

Previous wording

For the three months ended September 30, 2025, total operating expenses decreased by $253.6 million compared to the third quarter of 2024. Fuel costs decreased $173.2 million, or 10.7%, compared to the third quarter of 2024, and merchandise costs decreased $57.3 million, or 18.2%, compared to the third quarter of 2024, consistent with the reduction in fuel and merchandise revenues. For the three months ended September 30, 2025, site operating expenses decreased $24.3 million, or 10.9%, compared to the third quarter of 2024 primarily due to lower expenses from retail stores that we closed or converted to dealers, and lower personnel costs and credit card fees in same stores, which were partially offset by an increase in other same store expenses, primarily related to repairs and maintenance.

Current wording

For the three months ended March 31, 2026, total operating expenses decreased by $81.2 million compared to the first quarter of 2025. Fuel costs decreased $24.9 million, or 1.9%, compared to the first quarter of 2025, and merchandise costs decreased $35.0 million, or 14.8%, compared to the first quarter of 2025, consistent with the reduction in fuel and merchandise revenues. For the three months ended March 31, 2026, site operating expenses decreased $17.2 million, or 8.6%, compared to the first quarter of 2025 primarily due to lower expenses from retail stores that we closed or converted to dealer locations, which were partially offset by an increase in same store expenses.

Previous wording

For the three months ended September 30, 2025 and 2024, depreciation and amortization expenses decreased $0.2 million, or 0.6%, compared to the third quarter of 2024.

Current wording

For the three months ended March 31, 2026 and 2025, depreciation and amortization expenses decreased $2.5 million, or 7.2%, compared to the first quarter of 2025.

Previous wording

For the three months ended September 30, 2025, other expenses, net increased $0.8 million, compared to the third quarter of 2024 primarily due to higher acquisitions and divestiture costs, which was primarily offset by fewer losses on disposal of assets and impairment charges in the third quarter of 2025 compared to the third quarter of 2024.

Current wording

For the three months ended March 31, 2026, other expenses, net increased $1.8 million, compared to the first quarter of 2025 primarily due to higher acquisitions and divestiture costs and costs associated with the APC IPO in the first quarter of 2026.

Previous wording

For the three months ended September 30, 2025, operating income was $35.9 million compared to $41.6 million for the three months ended September 30, 2024. The decrease was primarily due to lower same store merchandise and fuel contribution, and higher same store operating expenses and general and administrative expenses, which were partially offset by the net benefit of the retail stores that we closed or converted to dealers.

Current wording

For the three months ended March 31, 2026, operating income was $10.0 million compared to an operating loss of $11.8 million for the three months ended March 31, 2025. The increase was primarily due to higher fuel contribution at retail same stores, comparable wholesale sites and fleet fueling locations, and the net benefit of the retail stores that we closed or converted to dealer locations.

Previous wording

For the nine months ended September 30, 2025, interest and other financial expenses, net increased by $6.1 million compared to the first three quarters of 2024, primarily related to a decrease of $2.2 million in income recorded in the first three quarters of 2025 compared to the first three quarters of 2024 for fair value adjustments related to the Public Warrants, Private Warrants and Additional Deferred Shares and approximately $9.2 million recorded as financial income in the first three quarters 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 three quarters of 2025.

Current wording

For the three months ended March 31, 2026, interest and other financial expenses, net increased by $4.3 million compared to the first quarter of 2025, primarily due to a decrease of $7.1 million in income recorded in the first quarter of 2025 for fair value adjustments related to our public and private warrants which expired at the end of 2025, which was offset by lower average debt balances, primarily as a result of the use of the net proceeds from the APC IPO to repay approximately $206.7 million of the indebtedness under our Capital One Line of Credit, and lower average interest rates in the first quarter of 2026 as compared to the first quarter of 2025.

Previous wording

For the three months ended September 30, 2025 and 2024, net income attributable to the Company was $13.5 million and $9.7 million, respectively.

Current wording

For the three months ended March 31, 2026 and 2025, net loss attributable to the Company was $6.6 million and $12.7 million, respectively.

Previous wording

For the three months ended September 30, 2025 and 2024, Adjusted EBITDA was $75.2 million and $78.8 million, respectively. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Current wording

For the three months ended March 31, 2026 and 2025, Adjusted EBITDA was $50.9 million and $30.9 million, respectively. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net loss.

Previous wording

The table below shows the results of the retail segment for the three and nine months ended September 30, 2025 and 2024, 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, 2026 and 2025, together with certain key metrics for the segment.

Previous wording

For the nine months ended September 30, 2025, fuel revenue decreased by $547.4 million, or 20.0%, compared to the first three quarters of 2025. The decrease in fuel revenue was attributable to a decrease in same store gallons sold of approximately 5.8%, or 42.1 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 $0.22 per gallon decrease in the average retail price of fuel in the first three quarters of 2025 compared to the first three quarters of 2024, primarily due to market factors. Retail stores which we closed or converted to dealers since the middle of 2024 also negatively impacted gallons sold by 79.6 million gallons. Partially offsetting these decreases were an incremental 2.6 million gallons sold, or $6.2 million in fuel revenue, contributed by the SpeedyQ Acquisition.

Current wording

For the three months ended March 31, 2026, fuel revenue decreased by $63.6 million, or 9.2%, compared to the first quarter of 2025. The decrease in fuel revenue was attributable to a decrease of 25.0 million gallons from retail stores that we closed or converted to dealer locations, as well as a decrease in same store gallons sold of 3.2%, or 6.3 million gallons, reflecting the challenging macroeconomic environment as well as severe weather conditions in the quarter in several markets in which we operate. These decreases were partially offset by a $0.15 per gallon increase in the average retail price of fuel in the first quarter of 2026 compared to the first quarter of 2025, primarily due to market factors.

Previous wording

For the nine months ended September 30, 2025, merchandise revenue decreased by $214.2 million, or 15.8%, compared to the first three quarters 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 $169.4 million from retail stores that we closed or converted to dealers since the middle of 2024. Same store merchandise sales decreased $50.9 million, or 4.4%, for the first three quarters of 2025 compared to the first three quarters of 2024. Approximately half of the decline in same store merchandise revenue was caused by lower revenues from cigarettes. The SpeedyQ Acquisition contributed approximately $5.6 million of incremental merchandise revenue.

Current wording

For the three months ended March 31, 2026, merchandise revenue decreased by $49.1 million, or 13.8%, compared to the first quarter of 2025, primarily due to a decrease in merchandise revenue of $48.0 million from retail stores that we closed or converted to dealer locations as well as severe weather conditions in the quarter in several markets in which we operate. Same store merchandise sales decreased $1.6 million, or 0.5%, for the first quarter of 2026 compared to the first quarter of 2025, and same store merchandise sales excluding cigarettes returned to growth for the first time in two years, reflecting improved execution, sharper promotions, and stronger customer engagement. The decline in same store merchandise revenue was caused primarily by lower revenues from cigarettes.

Previous wording

For the three months ended September 30, 2025, other revenues, net decreased by $1.4 million, or 8.5%, compared to the third quarter of 2024, primarily due to a decrease in other revenues of $1.7 million from retail stores that we closed or converted to dealers since the middle of 2024.

Current wording

For the three months ended March 31, 2026, other revenues, net decreased by $1.9 million, or 12.7%, compared to the first quarter of 2025, due to a decrease in other revenues from retail stores that we closed or converted to dealer locations.

Previous wording

For the nine months ended September 30, 2025, fuel contribution decreased $30.7 million, or 9.4%, compared to the same period in 2024. The decrease in fuel contribution was due to a decrease of $27.1 million related to retail stores that we closed or converted to dealers since the middle of 2024. In addition, the same store fuel contribution decrease of $5.3 million was partially offset by incremental fuel contribution from the SpeedyQ Acquisition of approximately $1.2 million. Same store fuel margin per gallon for the first three quarters of 2025 increased to 42.3 cents per gallon from 40.6 cents per gallon for the first three quarters of 2024.

Current wording

For the three months ended March 31, 2026, fuel contribution increased by $8.0 million, or 9.4%, compared to the first quarter of 2025, primarily due to a same store fuel contribution increase of $15.3 million, or 20.1%. Same store fuel margin per gallon for the first quarter of 2026 increased to 48.0 cents per gallon from 38.7 cents per gallon for the first quarter of 2025, primarily as a result of significant volatility in the fuel market due to the geopolitical environment. Offsetting this increase was a $7.8 million decrease in fuel contribution related to retail stores that we closed or converted to dealer locations compared to the first quarter of 2025.

Previous wording

For the three months ended September 30, 2025, merchandise contribution decreased $22.5 million, or 14.6%, compared to the third quarter of 2024, while merchandise margin increased to 33.7% from 32.8% in the third quarter of 2024. The decrease in merchandise contribution was due to a $22.2 million decrease in merchandise contribution related to retail stores that we closed or converted to dealers since the middle of 2024 and a $0.7 million decrease in same store merchandise contribution. Same store merchandise margin was 33.8% in the third quarter of 2025 compared to 33.2% in the third quarter of 2024.

Current wording

For the three months ended March 31, 2026, merchandise contribution decreased by $14.1 million, or 12.0%, compared to the first quarter of 2025, while merchandise margin increased to 33.9% from 33.2% in the first quarter of 2025. The decrease in merchandise contribution was due to a $13.7 million decrease related to retail stores that we closed or converted to dealer locations and a $0.6 million decrease in same store merchandise contribution. Same store merchandise margin was 33.9% in both the first quarter of 2026 and the first quarter of 2025.

Previous wording

For the three months ended September 30, 2025, site operating expenses decreased $29.2 million, or 14.5%, compared to the three months ended September 30, 2024 primarily due to $33.0 million of reduced expenses related to retail stores that we closed or converted to dealers since the middle of 2024, which was partially offset by an increase in same store operating expenses of $2.9 million, or 1.8%, primarily due to higher repair and maintenance expenses, which were slightly offset by lower personnel costs and credit card fees.

Current wording

For the three months ended March 31, 2026, site operating expenses decreased by $21.4 million, or 12.1%, compared to the first quarter of 2025, primarily due to $26.7 million of reduced expenses related to retail stores that we closed or converted to dealer locations, partially offset by an increase in same store operating expenses of $4.8 million, or 3.3%, primarily due to higher personnel costs, credit card fees, utilities and rent.

Previous wording

The table below shows the results of the wholesale segment for the three and nine months ended September 30, 2025 and 2024, 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, 2026 and 2025, together with certain key metrics for the segment.

Previous wording

Note: Comparable wholesale sites exclude retail stores converted to dealers, until the first quarter in which these dealer sites had a full quarter of wholesale activity in the prior year. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure.

Current wording

Note: Information disclosed on a “comparable wholesale sites” basis excludes wholesale sites added through retail stores 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 discussion of this non-GAAP performance measure.

Previous wording

For the three months ended September 30, 2025, fuel revenue increased by $5.3 million, or 0.7%, compared to the third quarter of 2024, primarily due to an 18.1 million, or 7.5%, increase in gallons sold, partially offset by a decrease in the average price of fuel in the third quarter of 2025 compared to the third quarter of 2024. Of total gallons sold, the retail stores that we converted to dealers since the middle of 2024 contributed 24.5 million gallons, which were partially offset by lower volumes at comparable wholesale sites, reflecting the challenging macroeconomic environment.

Current wording

For the three months ended March 31, 2026, fuel revenue increased by $43.8 million, or 7.0%, compared to the first quarter of 2025, primarily due to a 6.3 million, or 2.8%, increase in gallons sold, as well as an increase in the average price of fuel in the first quarter of 2026 compared to the first quarter of 2025. Of total gallons sold, the retail stores that we converted to dealer locations contributed 18.8 million gallons, which were partially offset by lower volumes at comparable wholesale sites, reflecting the challenging macroeconomic environment, as well as severe weather conditions in the quarter in several markets in which we operate.

Previous wording

For the three months ended September 30, 2025, wholesale operating income increased $3.8 million, compared to the third quarter of 2024. Additional operating income from retail sites converted to dealers since the middle of 2024 more than offset reduced operating income at comparable wholesale sites. An increase of approximately $6.9 million in other revenues, net, combined with an increase in fuel contribution of approximately $1.7 million was partially offset by an increase in site operating expenses of $4.8 million in the third quarter of 2025 compared to the third quarter of 2024. These increases were primarily due to the retail stores we converted to dealers since the middle of 2024.

Current wording

For the three months ended March 31, 2026, wholesale operating income increased by $4.4 million compared to the first quarter of 2025 as a result of additional operating income from retail stores converted to dealer locations combined with increased operating income at comparable wholesale sites. An increase in other revenues, net, combined with an increase in fuel contribution of $2.8 million was partially offset by an increase in site operating expenses of $5.2 million in the first quarter of 2026 compared to the first quarter of 2025. These increases were primarily due to the retail stores we converted to dealer locations.

Previous wording

The table below shows the results of the fleet fueling segment for the three and nine months ended September 30, 2025 and 2024, 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, 2026 and 2025, together with certain key metrics for the segment.

Previous wording

For the nine months ended September 30, 2025, fuel contribution increased by $1.9 million compared to the first three quarters of 2024. At proprietary cardlocks, fuel contribution increased by $1.2 million, and fuel margin per gallon also increased for the first three quarters of 2025 compared to the first three quarters of 2024, primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution increased $0.7 million, and fuel margin per gallon also increased for the first three quarters of 2025 compared to the first three quarters of 2024, primarily due to the closure of underperforming third-party locations.

Current wording

For the three months ended March 31, 2026, fuel contribution increased by $1.4 million compared to the first quarter of 2025. At proprietary cardlocks, fuel contribution increased by $1.2 million, and fuel margin per gallon also increased for the first quarter of 2026 compared to the first quarter of 2025, and at third-party cardlock locations, fuel contribution increased $0.2 million, and fuel margin per gallon increased for the first quarter of 2026 compared to the first quarter of 2025. These increases were primarily due to favorable diesel margins as a result of significant volatility in the fuel market due to the geopolitical environment.