ARKO Petroleum Corp.

Previous wording

We are engaged in (i) wholesale activity, which includes the supply of fuel to gas stations operated by third-party dealers, (ii) fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and the issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites, and (iii) the wholesale distribution of fuel to substantially all of the ARKO Retail Sites (together, the “Business”). As of March 31, 2026, we supplied fuel to 2,126 dealer locations and to 1,056 ARKO Retail Sites, and we operated 292 proprietary and third-party cardlock 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 United States.

Current wording

We are engaged in (i) wholesale activity, which includes the supply of fuel to gas stations operated by third-party dealers, (ii) fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and the issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites, and (iii) the wholesale distribution of fuel to substantially all of the ARKO Retail Sites (together, the “Business”). As of June 30, 2026, we supplied fuel to 2,129 dealer locations and to 1,034 ARKO Retail Sites, and we operated 290 proprietary and third-party cardlock locations. We are well diversified geographically and as of June 30, 2026, operated in the District of Columbia and more than 30 states in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States.

Previous wording

Starting in the middle of 2024, ARKO Parent commenced a multi-year transformation plan to leverage its unique, multi-segment operating model to expand our wholesale fuel distribution network by converting a meaningful number of ARKO Retail Sites to dealer locations. The conversion of an ARKO Retail Site that had been supplied by the GPMP segment to a dealer location effectively shifts that site to our wholesale segment. In such cases, we realize higher profit from ongoing fuel supply agreements and rental income than from the supply of fuel to these ARKO Retail Sites by the GPMP segment. During the three months ended March 31, 2026, 41 ARKO Retail Sites converted to dealer locations, and a total of 450 ARKO Retail Sites have converted since the beginning of this initiative. We expect that ARKO Parent will continue to convert a meaningful number of additional stores throughout 2026.

Current wording

Starting in the middle of 2024, ARKO Parent commenced a multi-year transformation plan to leverage its unique, multi-segment operating model to expand our wholesale fuel distribution network by converting a meaningful number of ARKO Retail Sites to dealer locations. The conversion of an ARKO Retail Site that had been supplied by the GPMP segment to a dealer location effectively shifts that site to our wholesale segment. In such cases, we realize higher profit from ongoing fuel supply agreements and rental income than from the supply of fuel to these ARKO Retail Sites by the GPMP segment. During the three months ended June 30, 2026, 21 ARKO Retail Sites converted to dealer locations for a total of 62 stores converted during the six months ended June 30, 2026 and a total of 471 ARKO Retail Sites have converted since the beginning of this initiative. We expect that ARKO Parent will continue to convert a meaningful number of additional stores throughout 2026 and into 2027.

Previous wording

We are targeting opening 20 new-to-industry (“NTI”) fleet fueling locations during 2026, of which one opened in March 2026, and 17 of which are in process. We anticipate that these NTI fleet fueling locations will have a positive impact on our results of operations given the attractive, durable cash flow profile of our fleet fueling business.

Current wording

We are targeting opening 20 new fleet fueling locations during 2026, of which one opened in March 2026, two opened in July 2026, and 17 are in process. We anticipate that these new fleet fueling locations will have a positive impact on our results of operations given the attractive, durable cash flow profile of our fleet fueling business.

Previous wording

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.

Current wording

Fuel margins for our fleet fueling locations 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 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

During the quarter ended March 31, 2026, global crude oil and refined product markets were impacted by heightened geopolitical tensions in the Middle East, including the ongoing conflict involving Iran, Israel, and the United States. These developments contributed to volatility in crude oil prices and periodic supply disruptions, particularly related to the disruption of shipping through the Strait of Hormuz. As a result, wholesale fuel costs increased during the period, leading to higher retail gasoline prices and greater price and volume volatility in many of our markets. While retail price increases generally lag behind changes in wholesale costs, the magnitude and timing of the fluctuations during the quarter ended March 31, 2026 positively affected our fuel margins during the quarter.

Current wording

During the first half of 2026, global crude oil and refined product markets were impacted by heightened geopolitical tensions in the Middle East, including the ongoing conflict involving Iran, Israel, and the United States. These developments contributed to significant volatility in crude oil prices and periodic supply disruptions, including disruptions to shipping through the Strait of Hormuz. During the second quarter of 2026, market conditions remained highly dynamic as developments related to the conflict, including sporadic reopenings of the Strait of Hormuz and the resumption of oil flows, contributed to fluctuations in crude oil prices and changing expectations regarding global supply availability. These market conditions contributed to variability in wholesale fuel costs, retail gasoline prices, and fuel demand patterns across many of our markets. While retail price increases generally lag behind changes in wholesale costs, the magnitude and timing of the fluctuations during the six months ended June 30, 2026 positively affected our fuel margins during that period. However, continued geopolitical uncertainty and evolving global supply dynamics may continue to contribute to volatility in fuel prices and margins in future periods.

Previous wording

We continually monitor market conditions and adjust pricing strategies in response to changes in commodity costs, competitive dynamics, and consumer demand. Continued geopolitical uncertainty may result in ongoing volatility in fuel costs and margins in future periods. Because market and geopolitical conditions from time to time constrain 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

We continually monitor market conditions and adjust pricing strategies in response to changes in commodity costs, competitive dynamics, and consumer demand. Because market and geopolitical conditions from time to time constrain 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.

Previous wording

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

Current wording

Results of Operations for the three and six months ended June 30, 2026 and 2025

Previous wording

The table below shows our consolidated results for the three months ended March 31, 2026 and 2025, together with certain key metrics.

Current wording

The table below shows our consolidated results for the three and six months ended June 30, 2026 and 2025, together with certain key metrics.

Previous wording

For the three months ended March 31, 2026, total operating expenses decreased by $7.1 million, or 0.5%, compared to the three months ended March 31, 2025. Fuel costs increased by $46.9 million or 6.5%, compared to the three months ended March 31, 2025 while fuel costs – related party decreased by $60.3 million, or 10.7%, compared to the three months ended March 31, 2025, both consistent with the corresponding year over year changes in fuel revenues. For the three months ended March 31, 2026, site operating expenses increased by $4.9 million, or 22.3%, as compared to the three months ended March 31, 2025 due to incremental expenses from ARKO Retail Sites converted to dealer locations.

Current wording

For the three months ended June 30, 2026, total operating expenses increased by $395.9 million, or 27.9%, compared to the second quarter of 2025. Fuel costs increased $277.9 million, or 35.8%, compared to the three months ended June 30, 2025, and fuel costs – related party increased by $111.8 million, or 18.9%, compared to the three months ended June 30, 2025, both consistent with the corresponding year over year increases in fuel revenues. For the three months ended June 30, 2026, site operating expenses increased by $3.4 million, or 13.4%, as compared to the three months ended June 30, 2025 due to incremental expenses from ARKO Retail Sites converted to dealer locations.

Previous wording

For the three months ended March 31, 2026, other expenses, net decreased by $0.1 million compared to the three months ended March 31, 2025.

Current wording

For the three months ended June 30, 2026, other expenses, net decreased $0.4 million compared to the three months ended June 30, 2025.

Previous wording

Operating income was $20.1 million for the three months ended March 31, 2026 compared to $15.8 million for the three months ended March 31, 2025. The increase in operating income was primarily due to the benefit from ARKO Retail Sites that have been converted to dealer locations and greater fuel contribution from comparable wholesale sites and fleet fueling sites, partially offset by an increase in site operating expenses and depreciation and amortization expenses.

Current wording

Operating income was $23.5 million for the three months ended June 30, 2026 compared to $23.8 million for the three months ended June 30, 2025. The decrease in operating income was primarily due to lower fuel contribution from comparable wholesale sites and fleet fueling locations, and an increase in general and administrative expenses and depreciation and amortization, partially offset by the benefit from ARKO Retail Sites converted to dealer locations.

Previous wording

For the three months ended March 31, 2026, interest and other financial expenses, net decreased by $0.6 million compared to the three months ended March 31, 2025 primarily due to lower average debt balances, primarily as a result of the use of the net proceeds from the IPO to repay approximately $206.7 million of the indebtedness under our Capital One Line of Credit (as defined below), and lower average interest rates in the first quarter of 2026 as compared to the first quarter of 2025, partially offset by higher interest expenses related to financial liabilities and financing leases related to ARKO Retail Sites converted to dealer locations.

Current wording

For the three months ended June 30, 2026, interest and other financial expenses, net decreased by $3.2 million compared to the second quarter of 2025 primarily due to lower average debt balances, primarily as a result of the use of the net proceeds from the IPO to repay approximately $206.7 million of the indebtedness under our Capital One Line of Credit (as defined below), and lower average interest rates in the second quarter of 2026 as compared to the second quarter of 2025, partially offset by higher interest expenses related to financial liabilities and financing leases related to ARKO Retail Sites converted to dealer locations.

Previous wording

For the three months ended March 31, 2026, net income was $8.1 million compared to $4.5 million for the three months ended March 31, 2025.

Current wording

For the three months ended June 30, 2026 and 2025, net income was $12.2 million and $10.0 million, respectively.

Previous wording

For the three months ended March 31, 2026, Adjusted EBITDA was $36.4 million compared to $30.9 million for the three months ended March 31, 2025. 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 June 30, 2026 and 2025, Adjusted EBITDA was $39.8 million and $38.3 million, respectively. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Previous wording

For the three months ended March 31, 2026, fuel revenue increased by $50.8 million, or 6.7%, compared to the three months ended March 31, 2025. The increase in fuel revenue was attributable primarily to an increase in the average price of fuel compared to the first quarter of 2025 and the contribution of gallons from ARKO Retail Sites converted to dealer locations, which was partially offset by lower gallons soldat comparable wholesale sites and fleet fueling sites 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.

Current wording

For the six months ended June 30, 2026, fuel revenue increased by $328.8 million, or 20.8%, compared to the six months ended June 30, 2025. The increase in fuel revenue was attributable primarily to an increase in the average price of fuel compared to the first half of 2025, partially offset by fewer gallons soldin the first half of 2026 compared to the first half of 2025, due to a challenging macroeconomic environment as well as severe weather conditions in the first quarter of 2026 in several markets in which we operate.

Previous wording

For the three months ended March 31, 2026, fuel revenue – related party decreased by $59.9 million, or 10.4%, compared to the three months ended March 31, 2025, resulting primarily from a 28.9 million, or 13.7%, decrease in gallons sold, reflecting the challenging macroeconomic environment. as well as severe weather conditions in the quarter in several markets in which we operate, and ARKO Retail Sites converted to dealer locations, which was partially offset by an increase in the average price of fuel in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Current wording

For the six months ended June 30, 2026, fuel revenue – related party increased by $52.0 million, or 4.4%, compared to the six months ended June 30, 2025, resulting primarily from an increase in the average price of fuel compared to the six months ended June 30, 2025, which was partially offset by a 62.9 million, or 14.4%, decrease in gallons sold, reflecting the challenging macroeconomic environment, as well as severe weather conditions in the first quarter of 2026 in several markets in which we operate, and ARKO Retail Sites converted to dealer locations.

Previous wording

For the three months ended March 31, 2026, depreciation and amortization expenses increased by $1.3 million, or 9.5%, compared to the three months ended March 31, 2025, primarily due to assets related to ARKO Retail Sites that had been converted to dealer locations.

Current wording

For the six months ended June 30, 2026, depreciation and amortization expenses increased by $2.7 million, or 10.1%, compared to the six months ended June 30, 2025, primarily due to assets related to ARKO Retail Sites converted to dealer locations.

Previous 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.

Current wording

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

Previous wording

For the three months ended March 31, 2026, wholesale operating income increased by $4.4 million compared to the three months ended March 31, 2025 as a result of additional operating income from ARKO Retail Sites 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 ARKO Retail Sites converted to dealer locations.

Current wording

For the three months ended June 30, 2026, wholesale operating income increased by $1.6 million compared to the second quarter of 2025 as a result of additional operating income from ARKO Retail Sites converted to dealer locations, which was partially offset by reduced operating income at comparable wholesale sites. An increase in other revenues, net, combined with an increase in fuel contribution of $0.9 million was partially offset by an increase in site operating expenses of $4.2 million in the second quarter of 2026 compared to the second quarter of 2025. These increases were primarily due to ARKO Retail Sites converted to dealer locations.

Previous wording

For the three months ended March 31, 2026, fuel revenue increased by $43.8 million, or 7.0%, compared to the three months ended March 31, 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, ARKO Retail Sites 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.

Current wording

For the six months ended June 30, 2026, fuel revenue increased by $265.4 million, or 20.0%, compared to the first half of 2025, primarily due to an increase in the average price of fuel in the first half of 2026 compared to the first half of 2025, partially offset by a 5.3 million, or 1.1%, decrease in gallons sold. Of total gallons sold, ARKO Retail Sites converted to dealer locations contributed 35.9 million incremental gallons, which were fully offset by lower volumes at comparable wholesale sites, reflecting the challenging macroeconomic environment, as well as severe weather conditions in the first quarter of 2026 in several markets in which we operate.

Previous wording

At fuel supply locations, fuel contribution increased by $1.2 million for the first quarter of 2026 compared to the first quarter of 2025, due to $1.6 million of incremental contribution from ARKO Retail Sites converted to dealer locations, which was partially offset by lower fuel contribution at comparable wholesale sites. At consignment agent locations, fuel contribution increased $1.6 million for the first quarter of 2026 compared to the first quarter of 2025, due to $0.5 million of incremental contribution from ARKO Retail Sites converted to dealer locations as well as higher fuel contribution at comparable wholesale sites. At both fuel supply locations and consignment agent locations, fuel margin per gallon increased, primarily as a result of significant volatility in the fuel market due to the geopolitical environment and increased prompt pay discounts related to higher fuel costs.

Current wording

At consignment agent locations, fuel contribution increased by $0.5 million for the first half of 2026 compared to the first half of 2025 due to incremental contribution of $1.0 million from ARKO Retail Sites converted to dealer locations, which was partially offset by lower volumes at comparable wholesale sites. Fuel margin per gallon increased primarily as a result of significant volatility in the fuel and consumer markets due to the geopolitical environment and increased prompt pay discounts related to higher fuel costs net of margin compression during the second quarter of 2026, as market prices declined more quickly than our weighted average inventory cost.

Previous 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.

Current wording

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

Previous 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.

Current wording

For the six months ended June 30, 2026, fuel contribution increased by $0.7 million compared to the first half of 2025. At proprietary cardlocks, fuel contribution increased by $0.9 million, and fuel margin per gallon also increased for the first half of 2026 compared to the first half of 2025, while at third-party cardlock locations, fuel contribution decreased $0.2 million, and fuel margin per gallon also decreased for the first half of 2026 compared to the first half of 2025. These changes were primarily as a result of significant volatility in the fuel market due to the geopolitical environment.

Previous wording

The table below shows the results of the GPMP segment for the three months ended March 31, 2026 and 2025, together with certain key metrics for the segment.

Current wording

The table below shows the results of the GPMP segment for the three and six months ended June 30, 2026 and 2025, together with certain key metrics for the segment.

Previous wording

For the three months ended March 31, 2026, fuel revenue – inter-segment increased by $130.4 million, or 22.0%, compared to the three months ended March 31, 2025. The increase in fuel revenue was primarily attributable to an increase in the average price of fuel for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 and greater gallons sold in the first quarter of 2026 compared to the first quarter of 2025 as a result of gallons in the fleet fueling segment, which transitioned to a fixed margin beginning February 1, 2026, as well as an increase in gallons sold related to ARKO Retail Sites that had been converted to dealer locations.

Current wording

For the six months ended June 30, 2026, fuel revenue – inter-segment increased by $519.0 million, or 41.7%, compared to the six months ended June 30, 2025. The increase in fuel revenue was primarily attributable to an increase in the average price of fuel for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 and greater gallons sold in the second quarter of 2026 compared to the second quarter of 2025 as a result of gallons in the fleet fueling segment, which transitioned to a fixed margin beginning February 1, 2026, as well as an increase in gallons sold related to ARKO Retail Sites that had been converted to dealer locations partially offset by fewer gallons sold to comparable wholesale sites.

Previous wording

For the three months ended March 31, 2026, fuel revenue – related party decreased by $59.9 million, or 10.4%, compared to the three months ended March 31, 2025, resulting primarily from a 28.9 million, or 13.7%, decrease in gallons sold, reflecting the challenging macroeconomic environment as well as severe weather conditions in the quarter in several markets in which we operate, as well as the impact from ARKO Retail Sites converted to dealer locations, which was partially offset by an increase in the average price of fuel in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

For the six months ended June 30, 2026, fuel revenue – related party increased by $52.0 million, or 4.4%, compared to the six months ended June 30, 2025, resulting primarily from an increase in the average price of fuel compared to the six months ended June 30, 2025, which was partially offset by a 62.9 million, or 14.4%, decrease in gallons sold, reflecting the challenging macroeconomic environment as well as severe weather conditions in the first quarter of 2026 in several markets in which we operate, as well as ARKO Retail Sites converted to dealer locations.

Previous wording

For the three months ended March 31, 2026 and 2025, other revenues, net, and other revenues, net – related party related to the fixed fee charged to certain ARKO Retail Sites that were not supplied by GPMP were similar. The inter-segment fixed fee charged to sites in the fleet fueling segment that prior, to February 1, 2026, were not supplied by the GPMP segment was transitioned to a fixed margin and reflected in fuel revenue – inter-segment beginning February 1, 2026. As a result, other revenues, net – inter-segment decreased in the first quarter of 2026 compared to the first quarter of 2025.

Current wording

For the six months ended June 30, 2026 and 2025, other revenues, net, and other revenues, net – related party related to the fixed fee charged to certain ARKO Retail Sites that were not supplied by GPMP were similar. The inter-segment fixed fee charged to sites in the fleet fueling segment that prior, to February 1, 2026, were not supplied by the GPMP segment was transitioned to a fixed margin and reflected in fuel revenue – inter-segment beginning February 1, 2026. As a result, other revenues, net – inter-segment decreased in the first half of 2026 compared to the first half of 2025.

Previous wording

For the three months ended March 31, 2026, fuel contribution increased by $4.6 million, compared to the three months ended March 31, 2025, primarily due to an increase in the fixed margin from 5.0 cents per gallon sold for the first quarter of 2025 to 6.0 cents per gallon sold for the first quarter of 2026, as well as the transition of sites in the fleet fueling segment to a fixed margin from a fixed fee beginning February 1, 2026, partially offset by fewer gallons sold to both ARKO Retail Sites and comparable wholesale sites.

Current wording

For the six months ended June 30, 2026, fuel contribution increased by $9.1 million, compared to the six months ended June 30, 2025, primarily due to an increase in the fixed margin from 5.0 cents per gallon sold for the first half of 2025 to 6.0 cents per gallon sold for the first half of 2026, as well as the transition of sites in the fleet fueling segment to a fixed margin from a fixed fee beginning February 1, 2026, partially offset by fewer gallons sold to both ARKO Retail Sites and comparable wholesale sites.

Previous wording

For the three months ended March 31, 2026, general and administrative expenses decreased by $0.3 million compared to the three months ended March 31, 2025, and depreciation and amortization expenses for the three months ended March 31, 2026 remained consistent with the three months ended March 31, 2025.

Current wording

For the six months ended June 30, 2026, general and administrative expenses decreased by $0.6 million compared to the six months ended June 30, 2025, and depreciation and amortization expenses for the six months ended June 30, 2026 remained consistent with the six months ended June 30, 2025.

Previous wording

We define the Ratio of Net Debt to Adjusted EBITDA as the ratio derived by dividing Net Debt by Adjusted EBITDA. The Ratio of Net Debt to Adjusted EBITDA is an important measure used by our management to evaluate our access to liquidity, and we believe it provides useful information for investors as a representation of our financial strength by presenting the sustainability of our debt levels and our ability to take on additional debt against Adjusted EBITDA, which is used as an operating performance measure. The Ratio of Net Debt to Adjusted EBITDA is also frequently used by investors and credit rating agencies to analyze our operating performance.

Current wording

We define the Ratio of Net Debt to Adjusted EBITDA as the ratio derived by dividing Net Debt by Adjusted EBITDA. The Ratio of Net Debt to Adjusted EBITDA is an important measure used by our management to evaluate our access to liquidity, and we believe it provides useful information for investors as a representation of our financial strength by presenting the sustainability of our debt levels and our ability to take on additional debt against Adjusted EBITDA, which is used as an operating performance measure.

Previous wording

The following table contains a reconciliation of (i) net income to EBITDA and Adjusted EBITDA and (ii) net cash provided by operating activities to Discretionary Cash Flow for the three months ended March 31, 2026 and 2025.

Current wording

The following table contains a reconciliation of (i) net income to EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 and the twelve-month period ended June 30, 2026 and (ii) net cash provided by operating activities to Discretionary Cash Flow for the three and six months ended June 30, 2026 and 2025.

Previous wording

Eliminates non-cash share-based compensation expense related to our and ARKO Parent’s equity incentive programs to incentivize, retain, and motivate our employees and certain of ARKO Parent’s employees.

Current wording

Eliminates non-cash share-based compensation expense related to our and ARKO Parent’s equity incentive programs to incentivize, retain, and motivate our employees, members of our Board and certain of ARKO Parent’s employees.

Previous wording

Excludes the change in current tax liabilities and accrued interest of $2.0 million and $0 for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Excludes the change in current tax liabilities and accrued interest of $(1.8) million, $(0.1) million, $0.2 million and $(0.1) million for the three and six months ended June 30, 2026 and 2025, respectively.

Previous wording

Historically, ARKO Parent has not distinguished between maintenance capital expenditures, growth capital expenditures, and acquisition capital expenditures (other than with respect to business acquisitions). Maintenance capital expenditures are capital expenditures made to maintain our long-term operating income or operating capacity, while growth and acquisition capital expenditures are capital expenditures that we expect will increase our operating income or operating capacity over the long-term. For the three months ended March 31, 2026 and 2025, we estimated that approximately $2.5 million and $1.3 million of our capital expenditures were maintenance capital expenditures, respectively, and that $3.5 million and $5.4 million of our capital expenditures were growth capital expenditures, respectively.

Current wording

Historically, ARKO Parent has not distinguished between maintenance capital expenditures, growth capital expenditures, and acquisition capital expenditures (other than with respect to business acquisitions). Maintenance capital expenditures are capital expenditures made to maintain our long-term operating income or operating capacity, while growth and acquisition capital expenditures are capital expenditures that we expect will increase our operating income or operating capacity over the long-term. For the three and six months ended June 30, 2026 and 2025, we estimated that approximately $2.7 million, $0.9 million, $5.2 million and $2.3 million of our capital expenditures were maintenance capital expenditures, respectively, and that $7.1 million, $5.8 million, $10.6 million and $11.2 million of our capital expenditures were growth capital expenditures, respectively.

Previous wording

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, as well as the cost of acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness, depending on market conditions. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions, or other events may cause us to seek additional debt or equity financing in future periods. Additional debt financing could impose increased cash payment obligations, as well as covenants that may restrict our operations. There can be no guarantee that financing will be available on acceptable terms or at all. As of March 31, 2026, substantially all of our debt bears interest at variable rates, which subjects us to interest rate risk and may require that we use more of our cash flow for the payment of interest if prevailing interest rates increase. See also “Quantitative and Qualitative Disclosures about Market Risk—Interest Rate Risk.”

Current wording

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, as well as the cost of acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness, depending on market conditions. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions, or other events may cause us to seek additional debt or equity financing in future periods. Additional debt financing could impose increased cash payment obligations, as well as covenants that may restrict our operations. There can be no guarantee that financing will be available on acceptable terms or at all. As of June 30, 2026, substantially all of our debt bears interest at variable rates, which subjects us to interest rate risk and may require that we use more of our cash flow for the payment of interest if prevailing interest rates increase. See also

Previous wording

This liquidity position currently provides us with adequate funding to satisfy our contractual and other obligations from our existing cash balances. As of March 31, 2026, we had no outstanding borrowings under the $84.0 million PNC Line of Credit (as defined below) and $625.4 million of unused availability under our $800 million Capital One Line of Credit, which we may elect to increase up to $1.0 billion, subject to obtaining additional financing commitments from current lenders or other banks, and subject to certain other terms. Our liquidity position increased significantly following the closing of our IPO on February 13, 2026 and the exercise by the underwriters of their over-allotment option, which provided us with aggregate net proceeds of approximately $206.8 million, of which we used approximately $206.7 million to repay indebtedness under our Capital One Line of Credit.

Current wording

As of June 30, 2026, we were in a strong liquidity position of approximately $724 million, consisting of approximately $15 million of cash and cash equivalents and $709 million of unused availability under our lines of credit available for certain purposes. This liquidity position currently provides us with adequate funding to satisfy our contractual and other obligations from our existing cash balances. As of June 30, 2026, we had no outstanding borrowings under the $84.0 million PNC Line of Credit (as defined below) and $625.4 million of unused availability under our $800 million Capital One Line of Credit, which we may elect to increase up to $1.0 billion, subject to obtaining additional financing commitments from current lenders or other banks, and subject to certain other terms. Our liquidity position increased significantly following the closing of our IPO on February 13, 2026 and the exercise by the underwriters of their over-allotment option, which provided us with aggregate net proceeds of approximately $206.8 million, of which we used approximately $206.7 million to repay indebtedness under our Capital One Line of Credit.

Previous wording

We currently intend to pay a regular quarterly cash dividend of $0.50 per share to holders of our common stock, or $2.00 per share on an annualized basis. On March 27, 2026, the Board declared a quarterly dividend of $0.26 per share of common stock, pro-rated to reflect the portion of the first quarter of 2026 following the closing of our IPO on February 13, 2026. The dividend was paid on April 21, 2026 to stockholders of record as of April 10, 2026, totaling approximately $12.4 million. There can be no assurance that we will continue to pay such dividends or the amounts of such dividends. The amount and timing of dividends payable on our common stock are within the sole discretion of our Board, which will determine the amount, timing, and payment of any dividend in its sole discretion taking into account Discretionary Cash Flow, reserves for working capital and investment capital expenditures, debt service, the prudent conduct of our business, and other factors it deems relevant. Our objective is to pay our common stockholders a consistent and growing cash dividend that is sustainable on a long-term basis. Cash dividends paid in respect of our Class A common stock will also be paid in respect of our Class B common stock. As a result, dividends paid on our common stock will be received on a pro rata basis by holders of our Class A common stock and holders of our Class B common stock, which Class B common stock is held indirectly by ARKO Parent.

Current wording

We currently intend to pay a regular quarterly cash dividend of $0.50 per share to holders of our common stock, or $2.00 per share on an annualized basis. On March 27, 2026, the Board declared a quarterly dividend of $0.26 per share of common stock, pro-rated to reflect the portion of the first quarter of 2026 following the closing of our IPO on February 13, 2026. The dividend, totaling approximately $12.4 million, was paid on April 21, 2026. There can be no assurance that we will continue to pay such dividends or the amounts of such dividends. The amount and timing of dividends payable on our common stock are within the sole discretion of our Board, which will determine the amount, timing, and payment of any dividend in its sole discretion taking into account Discretionary Cash Flow, reserves for working capital and investment capital expenditures, debt service, the prudent conduct of our business, and other factors it deems relevant. Our objective is to pay our common stockholders a consistent and growing cash dividend that is sustainable on a long-term basis. Cash dividends paid in respect of our Class A common stock will also be paid in respect of our Class B common stock. As a result, dividends paid on our common stock will be received on a pro rata basis by holders of our Class A common stock and holders of our Class B common stock, which Class B common stock is held indirectly by ARKO Parent.

Previous wording

Cash Flows for the Three Months Ended March 31, 2026 and 2025

Current wording

Cash Flows for the Six Months Ended June 30, 2026 and 2025

Previous wording

Net cash provided by (used in) operating activities, investing activities and financing activities for the three months ended March 31, 2026 and 2025 were as follows:

Current wording

Net cash provided by (used in) operating activities, investing activities and financing activities for the six months ended June 30, 2026 and 2025 were as follows:

Previous wording

For the three months ended March 31, 2026, cash flows provided by operating activities were $6.6 million compared to $14.9 million for the three months ended March 31, 2025. The decrease for the first quarter of 2026 as compared to the prior year period was primarily the result of higher fuel prices which increased the cost of inventory and other working capital requirements and changes in working capital as a result of the day of the week on which the first quarter ended, which were partially offset by approximately $0.7 million of lower net interest payments, lower tax payments of $2.9 million and an increase in Adjusted EBITDA of $5.5 million.

Current wording

For the six months ended June 30, 2026, cash flows provided by operating activities were $17.0 million compared to $38.2 million for the six months ended June 30, 2025. The decrease was primarily the result of higher fuel prices which increased the cost of inventory and other working capital requirements and changes in working capital as a result of the day of the week on which the second quarter ended, which were partially offset by approximately $4.1 million of lower net interest payments, lower tax payments of $2.6 million and an increase in Adjusted EBITDA of $7.0 million.