ARKO Petroleum Corp.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001193125-26-337980
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001193125-26-447177
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 205 previous paragraphs and 203 current paragraphs.
116 unchanged; 72 reworded; 15 added; 14 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
As of September 30, 2026, our reportable segments were as described below.
Current report
For the three months ended September 30, 2026, other revenues, net increased by $4.0 million, or 24.1%, compared to the third quarter of 2025, primarily due to additional rental income from ARKO Retail Sites converted to dealer locations.
Current report
For the three months ended September 30, 2026, other revenues, net – related party was consistent with that in the three months ended September 30, 2025.
Current report
For the three months ended September 30, 2026, general and administrative expenses increased by $0.3 million, or 2.6%, compared to the third quarter of 2025.
Current report
For the three months ended September 30, 2026, other expenses (income), net increased $1.4 million compared to the three months ended September 30, 2025, primarily due to higher acquisition costs.
Current report
For the nine months ended September 30, 2026, other revenues, net increased by $15.2 million, or 34.0%, compared to the nine months ended September 30, 2025, primarily due to additional rental income from ARKO Retail Sites converted to dealer locations.
Current report
For the nine months ended September 30, 2026, other expenses (income), net increased by $0.9 million compared to the nine months ended September 30, 2025.
Current report
For the three months ended September 30, 2026, other revenues, net increased by $3.5 million, or 25.7%, compared to the third quarter of 2025, primarily due to additional rental income from ARKO Retail Sites converted to dealer locations.
Current report
For the nine months ended September 30, 2026, other revenues, net increased by $14.2 million, or 38.8%, compared to the first three quarters of 2025, primarily due to additional rental income from ARKO Retail Sites converted to dealer locations.
Current report
For the three months ended September 30, 2026, fuel revenue increased by $60.9 million, or 49.6%, compared to the third quarter of 2025. The increase in fuel revenue was primarily due to an increase in the average price of fuel in the third quarter of 2026 compared to the third quarter of 2025, which was partially offset by a 0.9% decrease in gallons sold.
Current report
For the three months ended September 30, 2026, other revenues, net increased by $0.6 million compared to the third quarter of 2025.
Current report
For the nine months ended September 30, 2026, fuel revenue increased by $127.0 million, or 35.3%, compared to the first three quarters of 2025. The increase in fuel revenue was primarily due to an increase in the average price of fuel in the first three quarters of 2026 compared to the first three quarters of 2025, which was partially offset by a 1.3% decrease in gallons sold.
Current report
For the nine months ended September 30, 2026 other revenues, net increased by $1.4 million compared to the first three quarters of 2025.
Current report
The table below shows the results of the GPMP segment for the three and nine months ended September 30, 2026 and 2025, together with certain key metrics for the segment.
Current report
For the three months ended September 30, 2026, fuel revenue – related party increased by $109.4 million, or 18.0%, compared to the third quarter of 2025, resulting primarily from an increase in the average price of fuel in the third quarter of 2026 compared to the third quarter of 2025, which was partially offset by a 32.4 million, or 14.5%, decrease in gallons sold, reflecting the challenging macroeconomic environment and ARKO Retail Sites converted to dealer locations which gallons were reflected, after the conversion, in fuel revenue – inter-segment.
Removed paragraphs (14)
Previous report
Our reportable segments are described below.
Previous report
For the three months ended June 30, 2026, other revenues, net increased by $5.1 million, or 33.2%, compared to the second quarter of 2025, primarily due to additional rental income from ARKO Retail Sites converted to dealer locations.
Previous report
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 report
For the six months ended June 30, 2026, other revenues, net increased by $11.2 million, or 39.8%, compared to the six months ended June 30, 2025, primarily due to additional rental income from ARKO Retail Sites converted to dealer locations.
Previous report
For the six months ended June 30, 2026, other revenues, net – related party increased by $0.2 million, or 2.8%, compared to the six months ended June 30, 2025.
Previous report
For the six months ended June 30, 2026, other expenses, net decreased by $0.5 million compared to the six months ended June 30, 2025.
Previous report
For the three months ended June 30, 2026, other revenues, net increased by $4.5 million, or 35.9%, compared to the second quarter of 2025, primarily due to additional rental income from ARKO Retail Sites converted to dealer locations.
Previous report
For the six months ended June 30, 2026, other revenues, net increased by $10.7 million, or 46.7%, compared to the six months ended June 30, 2025, primarily due to additional rental income from ARKO Retail Sites converted to dealer locations.
Previous report
For the three months ended June 30, 2026, fuel revenue increased by $57.2 million, or 48.4%, compared to the second quarter of 2025. The increase in fuel revenue was primarily due to an increase in the average price of fuel in the second quarter of 2026 compared to the second quarter of 2025, as well as a 0.3% increase in gallons sold.
Previous report
For the three months ended June 30, 2026, other revenues, net increased by $0.7 million compared to the second quarter of 2025.
Previous report
For the three months ended June 30, 2026, site operating expenses decreased by $0.2 million compared to the three months ended June 30, 2025.
Previous report
For the six months ended June 30, 2026, fuel revenue increased by $66.1 million, or 28.0%, compared to the first half of 2025. The increase in fuel revenue was primarily due to an increase in the average price of fuel in the first half of 2026 compared to the first half of 2025, which was partially offset by a 1.4% decrease in gallons sold.
Previous report
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 report
For the three months ended June 30, 2026, fuel revenue – related party increased by $111.9 million, or 18.5%, compared to the second quarter of 2025, resulting primarily from an increase in the average price of fuel in the second quarter of 2026 compared to the second quarter of 2025, which was partially offset by a 33.9 million, or 15.1%, decrease in gallons sold, reflecting the challenging macroeconomic environment as well as ARKO Retail Sites converted to dealer locations.
Reworded paragraphs (72)
Previous wording
ARKO Petroleum Corp. is a growth-oriented, fuel distribution company and one of the largest wholesale fuel distributors by gallons in North America, supplying customers in more than 30 states across the United States (“U.S.”). Based in Richmond, Virginia, ARKO Petroleum Corp. was incorporated under the laws of Delaware on July 2, 2025 as a wholly owned subsidiary of ARKO Corp., a Delaware corporation (“ARKO Parent”), one of the largest convenience store operators in the U.S. and whose common stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “ARKO.”
Current wording
ARKO Petroleum Corp. is a growth-oriented, fuel distribution company and one of the largest wholesale fuel distributors in North America, supplying customers in more than 30 states across the United States (“U.S.”). Based in Richmond, Virginia, ARKO Petroleum Corp. was incorporated under the laws of Delaware on July 2, 2025 as a wholly owned subsidiary of ARKO Corp., a Delaware corporation (“ARKO Parent”), one of the largest operators of convenience stores in the U.S., ranked by store count, and one of the largest fuel wholesalers by gallons in North America, and whose common stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “ARKO.”
Previous wording
On February 13, 2026, we completed our initial public offering issuing 11,111,111 shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”), at a price to the public of $18.00 per share. In connection with the initial public offering, we granted to the underwriters an option for a period of 30 days following the closing of the initial public offering to purchase up to an additional 1,666,666 shares of Class A common stock to cover over-allotments. On March 5, 2026, the underwriters exercised their option to purchase 1,459,112 shares of Class A common stock, and on March 9, 2026, we issued and sold such shares to the underwriters. The foregoing transactions are collectively referred to as our “IPO.” The total net proceeds from our IPO were approximately $206.8 million. Our Class A common stock began trading on Nasdaq under the symbol “APC” on February 12, 2026. ARKO Parent owns 35,000,000 of our Class B common stock, par value $0.0001 per share (“Class B common stock”), representing 73.6% of the economic interests and 93.3% of the combined voting power of the Class A common stock and Class B common stock.
Current wording
On February 13, 2026, we completed our initial public offering issuing 11,111,111 shares of our Class A common stock, par value $0.0001 per share (“Class A common stock”), at a price to the public of $18.00 per share. In connection with the initial public offering, we granted to the underwriters an option for a period of 30 days following the closing of the initial public offering to purchase up to an additional 1,666,666 shares of Class A common stock to cover over-allotments. On March 5, 2026, the underwriters exercised their option to purchase 1,459,112 shares of Class A common stock, and on March 9, 2026, we issued and sold such shares to the underwriters. The foregoing transactions are collectively referred to as our “IPO.” The total net proceeds from our IPO were approximately $206.8 million. Our Class A common stock began trading on Nasdaq under the symbol “APC” on February 12, 2026. As of September 30, 2026, ARKO Parent owned 35,000,000 of our Class B common stock, par value $0.0001 per share (“Class B common stock”), representing 73.6% of the economic interests and 93.3% of the combined voting power of the Class A common stock and Class B common stock.
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 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.
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 September 30, 2026, we supplied fuel to 2,124 dealer locations and to 1,016 ARKO Retail Sites, and we operated 294 proprietary and third-party cardlock locations. We are well diversified geographically and as of September 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
Our GPMP segment includes the sale and supply of fuel to substantially all ARKO Retail Sites, at our cost of fuel (including taxes and transportation) plus a fixed margin (through December 31, 2025, 5.0 cents per gallon; 6.0 cents per gallon thereafter), and the GPMP segment charges a fixed fee (through December 31, 2025, 5.0 cents per gallon; 6.0 cents per gallon thereafter) to certain ARKO Retail Sites that are not supplied by us. In addition, the GPMP segment includes the sale of fuel to our locations in the wholesale segment, and beginning February 1, 2026, to our locations in the fleet fueling segment, at our cost of fuel (including taxes and transportation) plus a fixed margin (through December 31, 2025, 5.0 cents per gallon; 6.0 cents per gallon thereafter). Prior to February 1, 2026, the GPMP segment charged a fixed fee (through December 31, 2025, 5.0 cents per gallon; 6.0 cents per gallon thereafter) primarily to fleet fueling locations that were not supplied by the GPMP segment. These inter-segment transactions were eliminated in our results of operations. Through the end of the second quarter of 2025, the GPMP segment also supplied fuel to a limited number of third-party dealers.
Current wording
Our GPMP segment includes the sale and supply of fuel to substantially all ARKO Retail Sites, at our cost of fuel (including taxes and transportation) plus a fixed margin (through December 31, 2025, 5.0 cents per gallon; 6.0 cents per gallon thereafter), and the GPMP segment charges a fixed fee (through December 31, 2025, 5.0 cents per gallon; 6.0 cents per gallon thereafter) to certain ARKO Retail Sites that are not supplied by us. In addition, the GPMP segment includes the sale of fuel to our locations in the wholesale segment, and beginning February 1, 2026, to our locations in the fleet fueling segment, at our cost of fuel (including taxes and transportation) plus a fixed margin (through December 31, 2025, 5.0 cents per gallon; 6.0 cents per gallon thereafter). Prior to February 1, 2026, the GPMP segment charged a fixed fee (through December 31, 2025, 5.0 cents per gallon; 6.0 cents per gallon thereafter) primarily to fleet fueling locations that it did not supply. These inter-segment transactions were eliminated in our results of operations. Through the end of the second quarter of 2025, the GPMP segment also supplied fuel to a limited number of third-party dealers.
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 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.
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 September 30, 2026, 17 ARKO Retail Sites converted to dealer locations for a total of 79 stores converted during the nine months ended September 30, 2026 and a total of 488 ARKO Retail Sites have converted since the beginning of this initiative. We expect that ARKO Parent will convert a meaningful number of additional stores, and we expect that ARKO Parent will be largely complete by the end of 2027.
Previous 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.
Current wording
We opened five new fleet fueling locations in the first nine months of 2026 and two locations were added in October 2026. Currently, we have an additional 16 locations in various stages of planning and development. 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
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.
Current wording
During the nine months ended September 30, 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 third quarter of 2026, market conditions remained highly dynamic as developments related to the conflict, including changes in the status of the Strait of Hormuz and global oil flows, continued to affect crude oil prices and expectations regarding global supply availability. These market conditions have contributed to continued variability in wholesale fuel costs, retail gasoline prices, and fuel demand patterns across many of our markets. During the third quarter of 2026, diesel prices reached record highs, increasing fuel costs for commercial customers and other diesel-dependent businesses. These elevated prices placed additional pressure on customers' operating costs and may have influenced fuel purchasing behavior and consumption patterns. While retail fuel price increases generally lag behind changes in wholesale costs, the magnitude and timing of the fluctuations during the nine months ended September 30, 2026 have affected our fuel margins during that period. Continued geopolitical uncertainty and evolving global supply dynamics may continue to contribute to volatility in fuel prices and margins in future periods, and sustained high diesel prices or diesel supply constraints could reduce gallons sold, compress fuel margins or increase our working capital needs in future period.
Previous wording
Results of Operations for the three and six months ended June 30, 2026 and 2025
Current wording
Results of Operations for the three and nine months ended September 30, 2026 and 2025
Previous 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.
Current wording
The table below shows our consolidated results for the three and nine months ended September 30, 2026 and 2025, together with certain key metrics.
Previous wording
For the three months ended June 30, 2026, fuel revenue increased by $278.0 million, or 33.9%, compared to the second quarter of 2025. The increase in fuel revenue was attributable primarily to an increase in average price of fuel compared to the second quarter of 2025, partially offset by fewer gallons sold in the second quarter of 2026 compared to the second quarter of 2025 due to a challenging macroeconomic environment.
Current wording
For the three months ended September 30, 2026, fuel revenue increased by $291.3 million, or 34.0%, compared to the third quarter of 2025. The increase in fuel revenue was attributable primarily to an increase in average price of fuel compared to the third quarter of 2025, partially offset by fewer gallons sold in the third quarter of 2026 compared to the third quarter of 2025 due to a challenging macroeconomic environment.
Previous wording
For the three months ended June 30, 2026, fuel revenue – related party increased by $111.9 million, or 18.5%, compared to the three months ended June 30, 2025, resulting primarily from an increase in the average price of fuel in the second quarter of 2026 as compared to the second quarter of 2025, which was partially offset by a 33.9 million, or 15.1%, decrease in gallons sold, reflecting the challenging macroeconomic environment and ARKO Retail Sites converted to dealer locations.
Current wording
For the three months ended September 30, 2026, fuel revenue – related party increased by $109.4 million, or 18.0%, compared to the three months ended September 30, 2025, resulting primarily from an increase in the average price of fuel in the third quarter of 2026 as compared to the third quarter of 2025, which was partially offset by a 32.4 million, or 14.5%, decrease in gallons sold, reflecting the challenging macroeconomic environment and ARKO Retail Sites converted to dealer locations.
Previous 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.
Current wording
For the three months ended September 30, 2026, total operating expenses increased by $402.6 million, or 27.6%, compared to the third quarter of 2025. Fuel costs increased $288.9 million, or 35.5%, compared to the three months ended September 30, 2025, and fuel costs – related party increased by $109.1 million, or 18.2%, compared to the three months ended September 30, 2025, both consistent with the corresponding year over year increases in fuel revenues. For the three months ended September 30, 2026, site operating expenses increased by $3.1 million, or 12.4%, as compared to the three months ended September 30, 2025, primarily due to incremental expenses from ARKO Retail Sites converted to dealer locations.
Previous wording
For the three months ended June 30, 2026, depreciation and amortization expenses increased by $1.4 million, or 10.6%, compared to the second quarter of 2025, primarily due to assets related to ARKO Retail Sites converted to dealer locations.
Current wording
For the three months ended September 30, 2026, depreciation and amortization expenses increased by $1.2 million, or 8.5%, compared to the third quarter of 2025, primarily due to assets related to ARKO Retail Sites converted to dealer locations.
Previous wording
Operating income was $43.6 million for the six months ended June 30, 2026 compared to $39.6 million for the six months ended June 30, 2025. The increase in operating income was primarily due to the benefit from ARKO Retail Sites converted to dealer locations and greater fuel contribution from fleet fueling locations, partially offset by lower fuel contribution from comparable wholesale sites and an increase in general and administrative expenses and depreciation and amortization.
Current wording
Operating income was $25.2 million for the three months ended September 30, 2026 compared to $24.6 million for the three months ended September 30, 2025. The increase in operating income was primarily due to the benefit from ARKO Retail Sites converted to dealer locations and greater fuel contribution from fleet fueling locations, partially offset by lower fuel contribution from comparable wholesale sites and an increase in general and administrative expenses and depreciation and amortization.
Previous 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.
Current wording
For the three months ended September 30, 2026, interest and other financial expenses, net decreased by $3.7 million compared to the third 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 third quarter of 2026 as compared to the third 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 June 30, 2026 and 2025, income tax expense was $4.1 million and $3.4 million, respectively.
Current wording
For the three months ended September 30, 2026 and 2025, income tax expense was $4.5 million and $3.4 million, respectively.
Previous wording
For the three months ended June 30, 2026 and 2025, net income was $12.2 million and $10.0 million, respectively.
Current wording
For the three months ended September 30, 2026 and 2025, net income was $13.3 million and $10.1 million, respectively.
Previous 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.
Current wording
For the three months ended September 30, 2026 and 2025, Adjusted EBITDA was $41.0 million and $37.4 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 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.
Current wording
For the nine months ended September 30, 2026, fuel revenue increased by $620.1 million, or 25.5%, compared to the nine months ended September 30, 2025. The increase in fuel revenue was attributable primarily to an increase in the average price of fuel compared to the first three quarters of 2025, partially offset by fewer gallons soldin the first three quarters of 2026 compared to the first three quarters 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 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.
Current wording
For the nine months ended September 30, 2026, fuel revenue – related party increased by $161.4 million, or 9.0%, compared to the nine months ended September 30, 2025, resulting primarily from an increase in the average price of fuel compared to the nine months ended September 30, 2025, which was partially offset by a 95.2 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 June 30, 2026, other revenues, net – related party increased by $0.2 million, or 4.7%, compared to the three months ended June 30, 2025.
Current wording
For the nine months ended September 30, 2026, other revenues, net – related party increased by $0.2 million, or 2.2%, compared to the nine months ended September 30, 2025.
Previous wording
For the six months ended June 30, 2026, total operating expenses increased by $388.7 million, or 14.1%, compared to the six months ended June 30, 2025. Fuel costs increased by $324.8 million or 21.7%, compared to the six months ended June 30, 2025 and fuel costs – related party increased by $51.4 million, or 4.4%, compared to the six months ended June 30, 2025, both consistent with the corresponding year over year increases in fuel revenues. For the six months ended June 30, 2026, site operating expenses increased by $8.3 million, or 17.5%, as compared to the six months ended June 30, 2025 due to incremental expenses from ARKO Retail Sites converted to dealer locations.
Current wording
For the nine months ended September 30, 2026, total operating expenses increased by $791.3 million, or 18.8%, compared to the nine months ended September 30, 2025. Fuel costs increased by $613.8 million or 26.6%, compared to the nine months ended September 30, 2025 and fuel costs – related party increased by $160.5 million, or 9.1%, compared to the nine months ended September 30, 2025, both consistent with the corresponding year over year increases in fuel revenues. For the nine months ended September 30, 2026, site operating expenses increased by $11.4 million, or 15.7%, as compared to the nine months ended September 30, 2025, primarily due to incremental expenses from ARKO Retail Sites converted to dealer locations.
Previous wording
For the three months ended June 30, 2026, general and administrative expenses increased by $1.4 million, or 13.2%, compared to the second quarter of 2025, primarily due to an increase in share-based compensation expense principally related to grants to members of our Board of Directors (the “Board”) and management.
Current wording
For the nine months ended September 30, 2026, general and administrative expenses increased by $1.7 million, or 5.4%, compared to the nine months ended September 30, 2025, primarily due to an increase in share-based compensation expense principally related to grants to members of our Board of Directors (the “Board”) and management.
Previous 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.
Current wording
For the nine months ended September 30, 2026, depreciation and amortization expenses increased by $3.9 million, or 9.5%, compared to the nine months ended September 30, 2025, primarily due to assets related to ARKO Retail Sites converted to dealer locations.
Previous 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.
Current wording
Operating income was $68.9 million for the nine months ended September 30, 2026 compared to $64.2 million for the nine months ended September 30, 2025. The increase in operating income was primarily due to the benefit from ARKO Retail Sites converted to dealer locations and greater fuel contribution from fleet fueling locations, partially offset by lower fuel contribution from comparable wholesale sites and an increase in general and administrative expenses and depreciation and amortization.
Previous wording
For the six months ended June 30, 2026, interest and other financial expenses, net decreased by $3.8 million compared to the six months ended June 30, 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, and lower average interest rates in the first half of 2026 as compared to the first half 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 nine months ended September 30, 2026, interest and other financial expenses, net decreased by $7.4 million compared to the nine months ended September 30, 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, and lower average interest rates in the first three quarters of 2026 as compared to the first three quarters 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 six months ended June 30, 2026 and 2025, income tax expense was $7.1 million and $5.1 million, respectively.
Current wording
For the nine months ended September 30, 2026 and 2025, income tax expense was $11.6 million and $8.5 million, respectively.
Previous wording
For the six months ended June 30, 2026 and 2025, net income was $20.3 million and $14.6 million, respectively.
Current wording
For the nine months ended September 30, 2026 and 2025, net income was $33.7 million and $24.7 million, respectively.
Previous wording
For the six months ended June 30, 2026 and 2025, Adjusted EBITDA was $76.2 million and $69.2 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 nine months ended September 30, 2026 and 2025, Adjusted EBITDA was $117.1 million and $106.6 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
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.
Current wording
The table below shows the results of the wholesale segment for the three and nine months ended September 30, 2026 and 2025, together with certain key metrics for the segment.
Previous wording
For the three months ended June 30, 2026, fuel revenue increased by $221.6 million, or 31.8%, compared to the second quarter of 2025, primarily due to an increase in the average price of fuel in the second quarter of 2026 compared to the second quarter of 2025, partially offset by a 11.7 million, or 4.6%, decrease in gallons sold. Of total gallons sold, ARKO Retail Sites converted to dealer locations contributed 17.1 million incremental gallons, which were fully offset by lower volumes at comparable wholesale sites, reflecting the challenging macroeconomic environment.
Current wording
For the three months ended September 30, 2026, fuel revenue increased by $231.6 million, or 31.9%, compared to the third quarter of 2025, primarily due to an increase in the average price of fuel in the third quarter of 2026 compared to the third quarter of 2025, partially offset by a 11.2 million, or 4.3%, decrease in gallons sold. Of total gallons sold, ARKO Retail Sites converted to dealer locations contributed 11.8 million incremental gallons, which were fully offset by lower volumes at comparable wholesale sites, reflecting the challenging macroeconomic environment.
Previous 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.
Current wording
For the three months ended September 30, 2026, wholesale operating income increased by $1.7 million compared to the third quarter of 2025 primarily 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 of $3.5 million in other revenues, net, combined with an increase in fuel contribution of $1.7 million was partially offset by an increase in site operating expenses of $3.8 million in the third quarter of 2026 compared to the third quarter of 2025. These increases were primarily due to ARKO Retail Sites converted to dealer locations.
Previous wording
At fuel supply locations, fuel contribution increased by $2.0 million for the second quarter of 2026 compared to the second quarter of 2025, due to incremental contribution from ARKO Retail Sites converted to dealer locations. At fuel supply locations, fuel margin per gallon increased, primarily due to increased prompt pay discounts related to higher fuel costs.
Current wording
At fuel supply locations, fuel contribution increased by $1.4 million for the third quarter of 2026 compared to the third quarter of 2025, primarily due to $1.5 million of incremental contribution from ARKO Retail Sites converted to dealer locations. At fuel supply locations, fuel margin per gallon also increased, primarily due to increased prompt pay discounts related to higher fuel costs.
Previous wording
At consignment agent locations, fuel contribution decreased $1.1 million for the second quarter of 2026 compared to the second quarter of 2025, due to reduced fuel contribution at comparable wholesale sites which was partially offset by $0.5 million of incremental contribution from ARKO Retail Sites converted to dealer locations. At consignment agent locations, fuel margin per gallon decreased, primarily due to margin compression during the second quarter of 2026, as market prices declined more quickly than our weighted average inventory cost.
Current wording
At consignment agent locations, fuel contribution increased $0.3 million for the third quarter of 2026 compared to the third quarter of 2025, primarily due to $0.4 million of incremental contribution from ARKO Retail Sites converted to dealer locations. At consignment agent locations, fuel margin per gallon also increased, primarily due to increased prompt pay discounts related to higher fuel costs.
Previous 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.
Current wording
For the nine months ended September 30, 2026, fuel revenue increased by $497.0 million, or 24.2%, compared to the first three quarters of 2025, primarily due to an increase in the average price of fuel in the first three quarters of 2026 compared to the first three quarters of 2025, partially offset by a 16.5 million, or 2.2%, decrease in gallons sold. Of total gallons sold, ARKO Retail Sites converted to dealer locations contributed 47.7 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
For the six months ended June 30, 2026, wholesale operating income increased by $6.0 million compared to the first half of 2025 as a result of additional operating income from ARKO Retail Sites converted to dealer locations which were partially offset by reduced operating income at comparable wholesale sites. An increase in other revenues, net, combined with an increase in fuel contribution of approximately $3.8 million was partially offset by an increase in site operating expenses of $9.3 million for the first half of 2026 compared to the first half of 2025. These increases were primarily due to ARKO Retail Sites converted to dealer locations.
Current wording
For the nine months ended September 30, 2026, wholesale operating income increased by $7.7 million compared to the first three quarters of 2025 primarily as a result of additional operating income from ARKO Retail Sites converted to dealer locations which were partially offset by reduced operating income at comparable wholesale sites. An increase of $14.2 million in other revenues, net, combined with an increase in fuel contribution of $5.4 million was partially offset by an increase in site operating expenses of $13.2 million in the first three quarters of 2026 compared to the first three quarters of 2025. These increases were primarily due to ARKO Retail Sites converted to dealer locations.
Previous wording
At fuel supply locations, fuel contribution increased by $3.2 million for the first half of 2026 compared to the first half of 2025 due to $3.5 million of incremental contribution 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 markets due to the geopolitical environment and increased prompt pay discounts related to higher fuel costs.
Current wording
At fuel supply locations, fuel contribution increased by $4.6 million for the first three quarters of 2026 compared to the first three quarters of 2025 due to $5.0 million of incremental contribution from ARKO Retail Sites converted to dealer locations, which was partially offset by reduced fuel contribution at comparable wholesale sites driven by lower volumes. Fuel margin per gallon also increased, primarily as a result of significant volatility in the fuel markets due to the geopolitical environment in the first three quarters of 2026 and increased prompt pay discounts related to higher fuel costs.
Previous 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.
Current wording
At consignment agent locations, fuel contribution increased by $0.8 million for the first three quarters of 2026 compared to the first three quarters of 2025 due to incremental contribution of $1.4 million from ARKO Retail Sites converted to dealer locations, which was partially offset by reduced fuel contribution at comparable wholesale sites driven by lower volumes. Fuel margin per gallon also increased primarily as a result of significant volatility in the fuel and consumer markets due to the geopolitical environment in the first three quarters of 2026 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 during that quarter.
Previous 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.
Current wording
The table below shows the results of the fleet fueling segment for the three and nine months ended September 30, 2026 and 2025, together with certain key metrics for the segment.
Previous wording
For the three months ended June 30, 2026, fuel contribution decreased by $0.7 million compared to the second quarter of 2025. At proprietary cardlocks, fuel contribution decreased by $0.3 million, and fuel margin per gallon also decreased for the second quarter of 2026 compared to the second quarter of 2025, and at third-party cardlock locations, fuel contribution decreased $0.4 million, and fuel margin per gallon decreased for the second quarter of 2026 compared to the second quarter of 2025. These decreases were primarily due to higher than average fuel margins in the prior year, as well as margin compression during the second quarter of 2026, as indexed prices declined more quickly than our weighted average inventory cost.
Current wording
For the three months ended September 30, 2026, fuel contribution increased by $0.9 million compared to the third quarter of 2025. At proprietary cardlocks, fuel contribution increased by $0.6 million, and fuel margin per gallon also increased for the third quarter of 2026 compared to the third quarter of 2025. At third-party cardlock locations, fuel contribution increased $0.3 million, and fuel margin per gallon also increased for the third quarter of 2026 compared to the third quarter of 2025. These increases primarily resulted from significant volatility in the fuel market due to the geopolitical environment.
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Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
For the six months ended June 30, 2026, general and administrative expenses increased by $1.4 million, or 6.8%, compared to the six months ended June 30, 2025, primarily due to an increase in share-based compensation expense principally related to grants to members of our Board and management.
Previous report — wording carried elsewhere
The Ratio of Net Debt to Adjusted EBITDA is also frequently used by investors and credit rating agencies to analyze our operating performance.
Previous report — wording carried elsewhere
“Quantitative and Qualitative Disclosures about Market Risk—Interest Rate Risk.”