ARKO Petroleum Corp. Reports Fourth Quarter and Full Year 2025 Results

ARKO Petroleum Corp. Reports Fourth Quarter and Full Year 2025 Results ARKO Petroleum Corp. Reports Fourth Quarter and Full Year 2025 Results GlobeNewswire March 30, 2026

RICHMOND, Va., March 30, 2026 (GLOBE NEWSWIRE) -- ARKO Petroleum Corp. (Nasdaq: APC) (“APC” or the “Company”), one of the largest wholesale fuel distributors in the United States, today announced financial results for the fourth quarter and the full year ended December 31, 2025.

Fourth Quarter and Full Year 2025 Key Highlights (vs. Year-Ago Period) 1,2

Other Key Highlights

1 See Use of Non-GAAP Measures below.
2 All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the estimated fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

“We are excited to deliver our first earnings update as a public company, with 2025 ending on a positive trajectory,” said Arie Kotler, Chairman, President and Chief Executive Officer of APC. “With the successful completion of our IPO in February, we are well-positioned to execute on our growth plans through ongoing new-to-industry builds in our Fleet Fueling segment and accretive M&A in our Wholesale segment. The IPO brought in institutional investors, and strengthened our balance sheet, allowing us to capture share in a highly fragmented market with significant opportunities, enabling us to drive long-term growth and value. We remain focused on growing Adjusted EBITDA and our dividend over time and to deliver value to our stockholders.”

Fourth Quarter and Full Year 2025 Segment Highlights

Wholesale

 For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
 2025  2024  2025  2024 
 (in thousands) 
Fuel gallons sold – fuel supply locations 211,406   201,317   836,232   794,796 
Fuel gallons sold – consignment agent locations 37,204   38,563   152,839   154,560 
Fuel contribution1– fuel supply locations$13,656  $12,004  $52,510  $47,930 
Fuel contribution1– consignment agent locations$10,372  $10,270  $42,022  $42,420 
Fuel margin, cents per gallon2– fuel supply locations 6.5   6.0   6.3   6.0 
Fuel margin, cents per gallon2– consignment agent locations 27.9   26.6   27.5   27.4 
            
1Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to the GPMP segment for the cost of fuel. 
2Calculated as fuel contribution divided by fuel gallons sold. 
Note: Information disclosed on a "comparable wholesale sites" basis excludes wholesale sites added through acquisitions and ARKO Retail Sites converted to dealer locations, until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. Refer to "Use of Non-GAAP Measures" below. 


For the fourth quarter of 2025, wholesale operating income increased by $3.4 million compared to the fourth quarter of 2024. Additional operating income from ARKO Retail Sites that had been converted to dealer locations in the past year more than offset reduced operating income at comparable wholesale sites, which reflected the challenging macroeconomic environment.

For the fourth quarter of 2025, fuel contribution increased by $1.8 million compared to the fourth quarter of 2024. Fuel contribution for the fourth quarter of 2025 at fuel supply locations increased $1.7 million, and fuel margin per gallon increased 0.5 cents per gallon compared to the fourth quarter of 2024, due principally to incremental contribution from ARKO Retail Sites that had been converted to dealer locations in the past year, which was partially offset by lower volumes at comparable fuel supply wholesale sites and decreased prompt pay discounts related to lower fuel costs. Fuel contribution at consignment agent locations increased slightly, and fuel margin per gallon increased 1.3 cents per gallon.

For the fourth quarter of 2025, other revenues, net increased by $7.1 million, and site operating expenses increased by $5.4 million, in each case as compared to the fourth quarter of 2024, resulting primarily from ARKO Retail Sites that had been converted to dealer locations in the past year.

For the year ended December 31, 2025, wholesale operating income increased by $9.3 million compared to the year ended December 31, 2024. Additional operating income from ARKO Retail Sites that had been converted to dealer locations more than offset reduced operating income at comparable wholesale sites, which reflected the challenging macroeconomic environment.

For the year ended December 31, 2025, fuel contribution increased $4.2 million compared to the year ended December 31, 2024. At fuel supply locations, fuel contribution for the year ended December 31, 2025 increased by $4.6 million, and fuel margin per gallon increased 0.3 cents per gallon compared to the year ended December 31, 2024, due principally to incremental contribution from ARKO Retail Sites that had been converted to dealer locations, which was partially offset by decreased prompt pay discounts related to lower fuel costs and lower volumes at comparable fuel supply wholesale sites primarily due to the macroeconomic environment and severe weather conditions in January and February 2025 in certain of the markets in which the Company operates. Fuel contribution at consignment agent locations decreased by $0.4 million, while fuel margin per gallon increased 0.1 cents per gallon.

For the year ended December 31, 2025, other revenues, net increased by $23.4 million, and site operating expenses increased by $18.3 million, in each case as compared to the year ended December 31, 2024, resulting primarily from ARKO Retail Sites that had been converted to dealer locations.

Fleet Fueling

 For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
 2025  2024  2025  2024 
 (in thousands) 
Fuel gallons sold – proprietary cardlock locations 31,420   32,888   129,459   136,104 
Fuel gallons sold – third-party cardlock locations 3,463   3,239   13,389   12,814 
Fuel contribution1– proprietary cardlock locations$15,423  $15,823  $63,408  $62,612 
Fuel contribution1– third-party cardlock locations$500  $509  $2,325  $1,677 
Fuel margin, cents per gallon2– proprietary
cardlock locations
 49.1   48.1   49.0   46.0 
Fuel margin, cents per gallon2– third-party
cardlock locations
 14.4   15.8   17.4   13.1 
            
1Calculated as fuel revenue less fuel costs; excludes the estimated fixed fee paid to the GPMP segment for the cost of fuel. 
2Calculated as fuel contribution divided by fuel gallons sold. 


Fuel contribution for the fourth quarter of 2025 decreased by $0.4 million compared to the fourth quarter of 2024. At proprietary cardlocks, fuel contribution decreased by $0.4 million, while fuel margin per gallon increased for the fourth quarter of 2025 compared to the fourth quarter of 2024, primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution remained consistent, while fuel margin per gallon decreased for the fourth quarter of 2025 compared to the fourth quarter of 2024.

For the year ended December 31, 2025, fuel contribution increased by $1.4 million compared to the year ended December 31, 2024. At proprietary cardlocks, fuel contribution increased by $0.8 million, and fuel margin per gallon also increased for 2025 compared to 2024, primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution increased by $0.6 million, and fuel margin per gallon also increased for 2025 compared to 2024, primarily due to the closure of underperforming third-party locations.

GPMP

 For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
 2025  2024  2025  2024 
 (in thousands) 
Fuel gallons sold – inter-segment 243,583   236,284   968,497   932,509 
Fuel gallons sold – related party locations 204,000   246,320   864,800   1,023,480 
Fuel contribution1– related party locations$10,200  $12,316  $43,240  $51,174 
Fuel margin, cents per gallon2– fuel supply locations 5.0   5.0   5.0   5.0 
            
1Calculated as fuel revenue less fuel costs 
2Calculated as fuel contribution divided by fuel gallons sold. 


For the fourth quarter of 2025 , fuel revenue – related party decreased by $135.9 million, or 20.9%, compared to the fourth quarter of 2024, caused by a decrease in the average price of fuel in the fourth quarter of 2025 compared to the fourth quarter of 2024 and a $42.3 million, or 17.2%, decrease in gallons sold, primarily reflecting the ARKO Retail Sites converted to dealer locations.

Fuel contribution – related party decreased by $2.1 million for the fourth quarter of 2025, compared to the fourth quarter of 2024, primarily due to fewer gallons sold at a fixed margin.

For the year ended December 31, 2025, fuel revenue – related party decreased by $661.8 million, or 22.3%, compared to the year ended December 31, 2024, caused by a decrease in the average price of fuel in the year ended December 31, 2025 compared to the year ended December 31, 2024 and a 158.7 million, or 15.5%, decrease in gallons sold, reflecting the challenging macroeconomic environment and ARKO Retail Sites converted to dealer locations, which was slightly offset by incremental gallons sold relating to ARKO’s acquisition of ARKO Retail Sites during 2024.

Fuel contribution – related party decreased by $7.9 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to fewer gallons sold at a fixed margin.

Liquidity and Capital Expenditures

As of December 31, 2025, the Company’s total liquidity was approximately $434.3 million, consisting of approximately $15.6 million of cash and cash equivalents and approximately $418.7 million of availability under the Company's Capital One Line of Credit. Total debt, net was approximately $392.0 million, resulting in Net Debt (as defined below) of approximately $526.6 million. The IPO in February and the exercise by the underwriters of their over-allotment option on March 5, 2026, bolstered the Company's liquidity position, as the Company used $206.7 million of net proceeds to repay indebtedness under its Capital One Line of Credit. Maintenance capital expenditures were $2.8 million and $6.9 million for the quarter and year ended December 31, 2025, respectively, while growth capital expenditures were $6.1 million and $20.6 million for the quarter and year ended December 31, 2025, respectively, including the purchase of six fee properties for $6.5 million, fuel dispensers and other investments in the Company's sites.

Quarterly Dividend

The Board declared a quarterly dividend of $0.26 per share of common stock to be paid on April 21, 2026 to stockholders of record as of April 10, 2026.

Segment Update

The following tables present certain information regarding changes in the wholesale, fleet fueling and GPMP segments for the periods presented:

 For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
Wholesale Segment12025  2024  2025  2024 
Number of sites at beginning of period 2,053   1,832   1,922   1,825 
Newly opened or reopened sites2 10   9   26   39 
ARKO Retail Sites converted to consignment
or fuel supply locations
 62   102   256   153 
Closed or divested sites (26)  (21)  (105)  (95)
Number of sites at end of period 2,099   1,922   2,099   1,922 
            
1Excludes bulk and spot purchasers. 
2Includes all signed fuel supply agreements irrespective of fuel distribution commencement date. 


 For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
Fleet Fueling Segment2025  2024  2025  2024 
Number of sites at beginning of period 288   281   280   298 
Acquired sites 2      2    
Newly opened or reopened sites 5      16   1 
Closed or divested sites    (1)  (3)  (19)
Number of sites at end of period 295   280   295   280 


 For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
GPMP Segment – related party sites (ARKO Retail Sites)2025  2024  2025  2024 
Number of sites at beginning of period 1,158   1,458   1,356   1,499 
Acquired sites          21 
Newly opened or reopened sites       2   1 
ARKO Retail Sites converted to consignment
or fuel supply locations
 (62)  (102)  (256)  (153)
Sites closed, divested or converted to rental (1)     (7)  (12)
Number of sites at end of period 1,095   1,356   1,095   1,356 


Full Year 2026 Guidance

The Company currently expects full year 2026 Adjusted EBITDA and Discretionary Cash Flow to be approximately $156 million and approximately $110 million, respectively.

The Company is not currently providing reconciliations of Adjusted EBITDA to net income or Discretionary Cash Flow to net cash provided by operating activities for the year ending December 31, 2026 due to the unavailability of certain required inputs for providing forecasts of such GAAP measures, and the related reconciliations, that are not available without unreasonable efforts, including depreciation and amortization related to the Company's capital allocation as part of the Company's focus on strategic and organic growth, as well as inputs related to working capital adjustments.

Conference Call and Webcast Details

The Company will host a conference call today, March 30, 2026, to discuss these results at 5:00 p.m. Eastern Time. Investors and analysts interested in participating in the live call can dial 877-407-8306 or 201-689-8481.

A simultaneous, live webcast will also be available on the Investor Relations section of the Company’s website at https://www.arkopetroleum.com/news-events/ir-calendar. The webcast will be archived for 30 days.

About ARKO Petroleum Corp.

ARKO Petroleum Corp. (Nasdaq: APC) is a growth-oriented, fuel distribution company and one of the largest wholesale fuel distributors by gallons in North America, supplying approximately 2 billion gallons of fuel annually to customers in approximately 3,500 locations in the District of Columbia and more than 30 states across the Mid-Atlantic, Midwestern, Northeastern, Southeastern, and Southwestern United States. 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 retail convenience stores that sell fuel operated by ARKO Corp., our parent company (Nasdaq: ARKO), one of the largest operators of convenience stores in the United States. To learn more about APC, visit: www.arkopetroleum.com.

Forward-Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to maintain the listing of its Class A common stock on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; the success of ARKO's transformation plan and its effect on the Company, including the dealerization of retail stores; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Use of Non-GAAP Measures

The Company discloses certain measures on a “comparable wholesale sites” basis, which is a non-GAAP measure. Information disclosed on a “comparable wholesale sites” basis excludes ARKO Retail Sites converted to dealer locations until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. The Company believes that this information is useful for its investors, securities analysts, and other interested parties by providing greater comparability regarding its ongoing operating performance. Neither this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

The Company defines EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition costs, share-based compensation expense, other non-cash items, and other unusual or non-recurring charges. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures.

The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.

The Company defines Net Debt as the sum of total debt, net, financing leases and financial liabilities, less cash and cash equivalents. Net Debt is used by management to measure the effective level of our indebtedness.

The Company defines 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 management to evaluate the Company's access to liquidity, and the Company believes it provides useful information for investors as a representation of its financial strength by presenting the sustainability of its debt levels and its 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 Company operating performance.

The Company defines Discretionary Cash Flow as net cash provided by operating activities, (i) less changes in operating assets and liabilities, maintenance capital expenditures, charges to allowance for credit losses, and non-cash rent expense, and (ii) plus acquisition costs, amortization of deferred income net of prepaid to related party, and certain other expenses (income). Discretionary Cash Flow will not reflect changes in working capital balances. Discretionary Cash Flow is a liquidity measure the Company and third parties, such as industry analysts, investors, lenders, rating agencies and others, use to assess its ability to internally fund its acquisitions, pay dividends, and service or incur additional debt. The Company believes that the presentation of Discretionary Cash Flow provides useful information to investors, securities analysts, and other interested parties for evaluating its liquidity.

EBITDA, Adjusted EBITDA, Net Debt, the Ratio of Net Debt to Adjusted EBITDA and Discretionary Cash Flow should not be considered as alternatives to any financial measure presented in accordance with GAAP, including net income and net cash provided by operating activities. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as substitutes for the analysis of its results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, comparable wholesale sites, EBITDA, Adjusted EBITDA, Net Debt, the Ratio of Net Debt to Adjusted EBITDA and Discretionary Cash Flow, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.

 Combined Statements of Operations 
 For the Three Months Ended December 31,  For the Year Ended
December 31,
 
 2025  2024  2025  2024 
 (in thousands) 
Revenues:           
Fuel revenue$770,019  $777,446  $3,203,273  $3,351,366 
Fuel revenue – related party 515,044   650,985   2,302,547   2,964,304 
Other revenues, net 18,476   11,273   63,063   40,212 
Other revenues, net – related party 2,826   3,265   12,381   11,857 
Total revenues 1,306,365   1,442,969   5,581,264   6,367,739 
Operating expenses:           
Fuel costs 729,025   737,708   3,038,980   3,192,358 
Fuel costs – related party 504,844   638,669   2,259,307   2,913,130 
Site operating expenses, including allocated expenses 25,672   21,176   98,437   81,337 
General and administrative expenses, including allocated
expenses
 10,443   10,269   42,521   42,702 
Depreciation and amortization, including allocated
expenses
 14,175   12,558   54,728   46,087 
Total operating expenses 1,284,159   1,420,380   5,493,973   6,275,614 
Other expenses, net 2,437   3,089   3,360   123 
Operating income 19,769   19,500   83,931   92,002 
Interest and other financial income 146   139   554   3,734 
Interest and other financial expenses (11,209)  (10,023)  (42,646)  (40,411)
Income before income taxes 8,706   9,616   41,839   55,325 
Income tax expense (640)  (2,075)  (9,112)  (15,108)
Net income$8,066  $7,541  $32,727  $40,217 
Net income per share – basic and diluted$0.23  $0.22  $0.94  $1.15 
Weighted average shares outstanding:           
Basic and diluted 35,000   35,000   35,000   35,000 


 Combined Balance Sheets 
 December 31, 2025  December 31, 2024 
 (in thousands) 
Assets     
Current assets:     
Cash and cash equivalents$15,556  $25,086 
Restricted cash    255 
Trade receivables, net 80,832   88,185 
Inventory 23,093   24,448 
Prepaid to related party, current portion 2,984   4,230 
Other current assets 40,070   29,174 
Total current assets 162,535   171,378 
Non-current assets:     
Property and equipment, net 262,743   198,036 
Right-of-use assets under operating leases 415,179   318,140 
Right-of-use assets under financing leases, net 62,739   19,256 
Goodwill 76,687   76,687 
Intangible assets, net 154,326   175,163 
Deferred tax asset 70,934   69,170 
Prepaid to related party 10,378   12,301 
Other non-current assets 57,953   45,539 
Total assets$1,273,474  $1,085,670 
Liabilities     
Current liabilities:     
Long-term debt, current portion$6,783  $1,277 
Accounts payable 75,224   90,136 
Other current liabilities 53,586   53,950 
Operating leases, current portion 27,820   18,532 
Financing leases, current portion 2,095   3,566 
Total current liabilities 165,508   167,461 
Non-current liabilities:     
Long-term debt, net 385,247   380,911 
Asset retirement obligation 47,571   36,767 
Operating leases 431,364   324,592 
Financing leases 94,638   25,915 
Other non-current liabilities 113,031   84,454 
Total liabilities 1,237,359   1,020,100 
      
Net investment:     
ARKO Parent's net investment 36,115   65,570 
Total net investment 36,115   65,570 
Total liabilities and net investment$1,273,474  $1,085,670 


 Combined Statements of Cash Flows 
 For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
 2025  2024  2025  2024 
 (in thousands) 
Cash flows from operating activities:           
Net income$8,066  $7,541  $32,727  $40,217 
Adjustments to reconcile net income to net cash
provided by operating activities:
           
Depreciation and amortization, including allocated expenses 14,175   12,558   54,728   46,087 
Deferred income taxes (2,029)  (2,043)  489   (1,360)
Loss on disposal of assets and impairment charges 1,940   2,129   4,558   811 
Gain from settlement related to business
acquisition
          (3,438)
Amortization of deferred financing costs 383   369   1,502   1,471 
Amortization of deferred income (1,683)  (1,838)  (9,643)  (7,012)
Amortization of prepaid to related party 986   1,058   4,123   4,349 
Accretion of asset retirement obligation 319   270   1,155   901 
Non-cash rent 429   657   2,609   2,033 
Charges to allowance for credit losses (85)  102   735   755 
Share-based compensation 392   341   997   876 
Fair value adjustment of financial assets and
liabilities
 (391)  1,055   (1,663)  353 
Other operating activities, net (790)  (627)  (981)  55 
Changes in assets and liabilities:           
Decrease in trade receivables 23,634   20,958   6,618   31,246 
Decrease (increase) in inventory 1,681   (661)  1,775   2,328 
Increase in other assets (8,821)  (3,064)  (16,805)  (9,090)
Increase in related party assets       (4,965)  (1,905)
Decrease in accounts payable (24,702)  (3,992)  (14,906)  (14,300)
Increase (decrease) in other current liabilities 1,098   (2,700)  (1,304)  335 
Decrease in asset retirement obligation    (602)  (479)  (745)
Increase in non-current liabilities 1,784   3,586   18,288   12,790 
Net cash provided by operating activities 16,386   35,097   79,558   106,757 
Cash flows from investing activities:           
Purchase of property and equipment (7,867)  (4,443)  (24,845)  (11,258)
Proceeds from sale of property and equipment (730)  110   2,902   1,818 
Business and asset acquisitions, net of cash (242)     (242)   
Net cash used in investing activities (8,839)  (4,333)  (22,185)  (9,440)
Cash flows from financing activities:           
Receipt of long-term debt, net       4,871   42,454 
Repayment of debt (793)  (744)  (3,249)  (2,062)
Principal payments on financing leases (449)  (100)  (1,375)  (150)
Early settlement of deferred consideration
related to business acquisition
          (17,155)
Payment of additional consideration (3,210)  (3,354)  (3,210)  (3,354)
Net transfers to ARKO Parent (20,532)  (15,817)  (64,195)  (108,815)
Net cash used in financing activities (24,984)  (20,015)  (67,158)  (89,082)
Net (decrease) increase in cash and cash equivalents
and restricted cash
 (17,437)  10,749   (9,785)  8,235 
Cash and cash equivalents and restricted cash,
beginning of period
 32,993   14,592   25,341   17,106 
Cash and cash equivalents and restricted cash, end
of period
$15,556  $25,341  $15,556  $25,341 


Supplemental Disclosure of Non-GAAP Financial Information

  Reconciliation of Net income to EBITDA and Adjusted EBITDA, Net cash provided by operating activities to Discretionary cash flow, and Adjusted EBITDA to Discretionary cash flow 
  For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
  2025  2024  2025  2024 
  (in thousands) 
Net income $8,066  $7,541  $32,727  $40,217 
Interest and other financing expenses, net  11,063   9,884   42,092   36,677 
Income tax expense (benefit)  640   2,075   9,112   15,108 
Depreciation and amortization  14,175   12,558   54,728   46,087 
EBITDA  33,944   32,058   138,659   138,089 
Acquisition costs (a)  113   7   492   79 
IPO costs (b)  565      565    
Loss on disposal of assets and impairment charges (c)  1,940   2,129   4,558   811 
Share-based compensation expense (d)  392   341   997   876 
Taxes received (paid) in arrears (e)  178      178   (601)
Adjustment to contingent consideration (f)  (391)  978   (2,207)  (20)
Other (g)  135   (67)  271   (67)
Adjusted EBITDA $36,876  $35,446  $143,513  $139,167 
             
Net cash provided by operating activities $16,386  $35,097  $79,558  $106,757 
Changes in operating assets and liabilities  5,326   (13,525)  11,778   (20,659)
Maintenance capital expenditures (h)  (2,750)  (1,701)  (6,913)  (6,152)
Acquisition costs (a)  113   7   492   79 
IPO costs (b)  565      565    
Amortization of deferred income, net of prepaid to
related party
  697   780   5,520   2,663 
Taxes paid (received) in arrears (e)  178      178   (601)
Charges to allowance for credit losses  85   (102)  (735)  (755)
Non-cash rent expense (i)  (429)  (657)  (2,609)  (2,033)
Other (j)  898   574   1,025   569 
Discretionary Cash Flow $21,069  $20,473  $88,859  $79,868 
             
Adjusted EBITDA $36,876  $35,446  $143,513  $139,167 
Cash received for interest  145   139   554   296 
Cash paid for interest and allocated interest  (10,533)  (9,294)  (39,672)  (36,975)
Cash paid for taxes  (2,669)  (4,117)  (8,623)  (16,468)
Maintenance capital expenditures (h)  (2,750)  (1,701)  (6,913)  (6,152)
Discretionary Cash Flow $21,069  $20,473  $88,859  $79,868 
             
(a) Eliminates costs incurred that are directly attributable to business acquisitions and salaries of employees whose primary job function is to execute the Company's acquisition strategy and facilitate integration of acquired operations. 
(b) Eliminates one-time costs incurred related to the IPO, which closed on February 13, 2026. 
(c) Eliminates the non-cash loss from the sale or disposal of property and equipment, the loss recognized upon the sale of related leased assets and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites. 
(d) Eliminates non-cash share-based compensation expense related to ARKO Parent's equity incentive program to incentivize, retain, and motivate the Company's employees. 
(e) Eliminates the payment (receipt) of historical fuel, franchise and other tax amounts for multiple prior periods. 
(f) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the Empire acquisition, which closed in 2020. 
(g) Eliminates other unusual or non-recurring items that the Company does not consider to be meaningful in assessing operating performance. 
(h) Maintenance capital expenditures are capital expenditures made to maintain the Company's long-term operating income or operating capacity, while growth and acquisition capital expenditures are capital expenditures that the Company expects will increase its operating income or operating capacity over the long-term. 
(i) Non-cash rent expense reflects the extent to which GAAP rent expense recognized exceeded (or was less than) cash rent payments. GAAP rent expense varies depending on the terms of the Company's lease portfolio. For newer leases, rent expense recognized typically exceeds cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than cash rent payments. 
(j) Includes other unusual or non-recurring items and other amounts primarily related to additional consideration owed to the seller for the Empire acquisition, which closed in 2020. 


  Reconciliation of Total debt, net to Net Debt 
  As of December 31, 2025  As Adjusted 
  (in thousands) 
Total debt, net $392,030  $185,330 
Financing leases  96,733   96,733 
Financial liabilities  53,365   53,365 
Cash and cash equivalents  (15,556)  (15,556)
Net Debt $526,572  $319,872 
Ratio of total debt, net to net income  12.0x  5.7x
Ratio of Net Debt to Adjusted EBITDA  3.7x  2.2x


Supplemental Disclosures of Segment Information

Wholesale Segment

 For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
 2025  2024  2025  2024 
 (in thousands) 
Revenues:           
Fuel revenue$648,685  $652,629  $2,700,838  $2,802,251 
Other revenues, net 15,720   8,624   52,270   28,918 
Total revenues 664,405   661,253   2,753,108   2,831,169 
Operating expenses:           
Fuel costs1 624,657   630,355   2,606,306   2,711,901 
Site operating expenses, including allocated
expenses
 16,352   10,950   57,406   39,189 
Total operating expenses 641,009   641,305   2,663,712   2,751,090 
Operating income$23,396  $19,948  $89,396  $80,079 
            
1Excludes the estimated fixed margin or fixed fee paid to the GPMP segment for the cost of fuel. 


Fleet Fueling Segment

 For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
 2025  2024  2025  2024 
 (in thousands) 
Revenues:           
Fuel revenue$115,577  $117,196  $474,796  $515,462 
Other revenues, net 2,380   2,131   8,983   9,135 
Total revenues 117,957   119,327   483,779   524,597 
Operating expenses:           
Fuel costs1 99,654   100,864   409,063   451,173 
Site operating expenses 5,989   6,056   26,120   24,917 
Total operating expenses 105,643   106,920   435,183   476,090 
Operating income$12,314  $12,407  $48,596  $48,507 
            
1Excludes the estimated fixed fee paid to the GPMP segment for the cost of fuel. 


GPMP Segment

 For the Three Months
Ended December 31,
  For the Year
Ended December 31,
 
 2025  2024  2025  2024 
 (in thousands) 
Revenues:           
Fuel revenue – inter-segment1$607,936  $614,638  $2,533,041  $2,643,084 
Fuel revenue – related party 515,044   650,985   2,302,547   2,964,304 
Fuel revenue – third party customers    607   849   3,624 
Other revenues, net 187   200   727   838 
Other revenues, net – inter-segment1 2,105   2,121   8,435   8,455 
Other revenues, net – related party1 678   719   2,685   2,781 
Total revenues 1,125,950   1,269,270   4,848,284   5,623,086 
Operating expenses:           
Fuel costs – inter-segment 595,758   602,815   2,484,616   2,596,455 
Fuel costs – related party 504,844   638,669   2,259,307   2,913,130 
Fuel costs – third party customers    607   848   3,507 
General and administrative expenses 780   960   3,244   3,585 
Depreciation and amortization 1,840   1,840   7,359   7,371 
Total operating expenses 1,103,222   1,244,891   4,755,374   5,524,048 
Operating income$22,728  $24,379  $92,910  $99,038 
            
1Includes the estimated fixed margin or fixed fee paid to the GPMP segment for the cost of fuel. 

Company and Investor Contact
Jordan Mann
ARKO Petroleum Corp.
investors@gpminvestments.com