ARKO Petroleum Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31,2026

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 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, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No☒

As of May 8, 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.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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, 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 below and in “Item 1A-Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 and this Quarterly Report on Form 10-Q, and described from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). 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, include 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.