Earnings release
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ARKO Petroleum Corp Reports Second Quarter 2026 Results Exhibit 99.1 ~ Signs Agreement to Acquire a Vertically Integrated Fuel Supply and Distribution Platform ~ 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 second quarter ended June 30 , 202 and reaffirms full - year financial 202 guidance . Second Quarter 2026 Key Highlights vs. Year - Ago Period ) 1,2 • Net income for the quarter increased to $ 12.2 million compared to $ 10.0 million . • Adjusted EBITDA for the quarter increased to $ 39.8 million compared to $ 38.3 million . • • Net cash provided by operating activities for the quarter was $ 10.4 million compared to $ 23.2 million . Discretionary Cash Flow for the quarter was $ 27.1 million compared to $ 24.2 million . • Total debt , net was $ 184.7 million and Net Debt was $ 324.2 million , in each case , as of June 30 , 202 Strategic Acquisition Announcement • Today announced entering into an agreement to acquire the business of U.S. Petroleum Partners , LLC ( " USPP " ) , a vertically integrated fuel supply and distribution platform serving customers throughout Great Lakes region . The strategic transaction would meaningfully e pand APC's platform and accelerate the growth strategy outlined at the time of its initial public offering . 2 • The acquisition is e appro ? pected to increase the Company's annual fuel volumes by imately 280 million gallons , or appro imately 14 % on a trailing twelve - months basis , by adding more than 400 dealer locations and meaningfully enhance the Company's commercial and operational scale . The acquisition is e pected to be accretive and add appro imately $ 30 million of annual Adjusted EBITDA and enhance Discretionary Cash Flow , further strengthening the Company's earnings diversification and cash generation capability . • The acquisition is e and e e pected to strengthen supplier relationships , enhance vertical integration pand fee based earnings streams through the addition of two fuel terminals and panded transportation capabilities . These assets are e pected to create additional opportunities for future earnings growth through increased throughput , operational synergies and future acquisition opportunities . • The consideration at closing will consist of appro imately $ 205 million in cash plus the cost of inventory . Additionally , at closing the Company will issue $ 30 million in APC Class A common stock that will be held in escrow and released to the seller subject to the acquired business achieving certain EBITDA - based financial targets of the acquired business in the first four full quarters after closing . Additional details regarding the transaction , including the strategic and financial highlights , can be found in a separate press release and investor presentation issued by the Company today and available on the Investor Relations section of the Company's website at www.arkopetroleum.com . Other Key Highlights As part of the ongoing transformation plan of the Company's controlling stockholder , ARKO Corp. ) Nasdaq ARKO ) ( " ARKO Parent " ) , 21 ARKO retail convenience stores that sell fuel " ARKO Retail Sites " ) were converted to 1 See Use of Non - GAAP Measures below .
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2 All figures for fuel costs, fuel contribution and fuel margin per gallon ( other than related party) e clude the fi ed margin or fi ed fee paid to the GPMP segment for the cost of fuel.
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dealer locations in the Company's wholesale segment during the second quarter of 2026 , bringing total conversions since program inception in 2024 to 471 sites. ARKO Parent has approximately 70 additional sites committed either under letter of intent, under contract or already converted since quarter end. The Company expects to complete these conversions, along with additional conversions, throughout 202 and into 2027. • The Company is targeting opening 20 new fleet fueling locations in 2026 , of which one opened in March 2026 , two opened in July 2026 , and 17 are in process, reflecting the attractive, durable cash flow profile of its fleet fueling business. • The Board of Directors declared a quarterly dividend of $0.50 per share of common stock to be paid on August 28, 2026 to stockholders of record as of August 18, 2026 , which is consistent with an expected annual dividend rate of $2.00 per share. "APC delivered another quarter of strong execution, highlighted by growth in Adjusted EBITDA and Discretionary Cash Flow," said Arie Kotler, Chairman, President and Chief Executive Officer of APC. "We saw growth in operating income across all three of our segments, which we believe underscores the resilience of our platform, enabling us to perform even during volatile market conditions. Our strong first-half results reinforce our confidence in the stability of our cash flow generation, and we believe that we remain well positioned to deliver on our full- year guidance." Mr. Kotler continued "We also announced that we agreed to acquire the business of U.S. Petroleum Partners, which represents an important milestone in our growth story. We intentionally positioned APC with a strong balance sheet, significant liquidity and financial flexibility at the time of our IPO so we could pursue accretive and highly strategic opportunities like this one. This transaction is expected to expand our predominantly fee-based and fixed-margin earnings profile, enhance our cash flow generation capabilities and strengthen our ability to create long-term value for shareholders. Combined with our continued organic growth initiatives and disciplined capital allocation strategy, we believe APC is entering an exciting new phase of growth." Second Quarter 2026 Segment Highlights Wholesale Segment For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Fuel gallons sold – fuel supply locations 203,578 213,529 401,978 404, 0 Fuel gallons sold – consignment agent locations 37,183 38,929 72,723 75,444 Fuel contribution – fuel supply locations $ 15,511 $ 13,484 $ 28,173 $ 24,937 Fuel contribution – consignment agent locations $ 10,810 $ 11,905 $ 21,039 $ 20,499 Fuel margin, cents per gallon – fuel supply locations 7.6 6 .3 7.0 .2 Fuel margin, cents per gallon – consignment agent locations 29.1 30.6 28.9 27.2 Calculated as fuel revenue less fuel costs; excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel. Calculated as fuel contribution divided by fuel gallons sold. Note: Comparable wholesale sites exclude wholesale sites added through 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 second quarter of 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. 1 1 2 2 1 2
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For the second quarter of 2026 , fuel contribution increased by $0.9 million compared to the second quarter of 2025. Fuel contribution for the second quarter of 2026 at fuel supply locations increased by $2.0 million due to incremental contribution from ARKO Retail Sites converted to dealer locations. Fuel margin per gallon at fuel supply locations increased 1.3 cents per gallon compared to the second quarter of 2025, primarily as a result of increased prompt pay discounts related to higher fuel costs. Fuel contribution for the second quarter of 2026 at consignment agent locations decreased $1.1 million 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. Fuel margin per gallon at consignment agent locations decreased 1.5 cents per gallon compared to the second quarter of 2025, primarily due to margin compression during the second quarter of 2026 , as market prices declined more quickly than the Company's weighted average inventory cost. For the second quarter of 2026 , other revenues, net increased by $4.5 million, and site operating expenses increased by $4.2 million, in each case as compared to the second quarter of 2025, resulting primarily from ARKO Retail Sites converted to dealer locations. Fleet Fueling Segment For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Fuel gallons sold – proprietary cardlock locations 32,703 32,997 6 3,220 6 4,915 Fuel gallons sold – third-party cardlock locations 3,713 3,293 7,159 6 ,4 8 Fuel contribution – proprietary cardlock locations $ 16 ,755 $ 17,070 $ 32,6 97 $ 31,77 Fuel contribution – third-party cardlock locations $ 330 $ 6 98 $ 1,133 $ 1,294 Fuel margin, cents per gallon – proprietary cardlock locations 51.2 51.7 51.7 49.0 Fuel margin, cents per gallon – third-party cardlock locations 9.0 21.2 15.9 20.0 Calculated as fuel revenue less fuel costs; excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel. Calculated as fuel contribution divided by fuel gallons sold. For the second quarter of 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. 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 the weighted average inventory cost. GPMP Segment 1 1 2 2 1 2
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For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Fuel gallons sold – inter-segment 277,313 246 ,703 532,6 55 46 9,5 1 Fuel gallons sold – related party locations 191,395 225,325 374,127 436 ,985 Fuel contribution – related party locations $ 11,458 $ 11,26 6 $ 22,423 $ 21,849 Fuel margin, cents per gallon – related party locations 6 .0 5.0 6 .0 5.0 Calculated as fuel revenue less fuel costs Calculated as fuel contribution divided by fuel gallons sold. For the second quarter of 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. Fuel contribution – related party increased by $0.2 million for the second quarter of 2026 compared to the second quarter of 2025, primarily due to an increase in the fixed margin from 5.0 cents per gallon sold for the second quarter of 2025 to 6 .0 cents per gallon sold for the second quarter of 2026 , partially offset by fewer gallons sold to ARKO Retail Sites. Liquidity and Capital Expenditures As of June 30, 2026 , the Company’s total liquidity was approximately $724 million, consisting of approximately $15 million of cash and cash equivalents and approximately $709 million of availability under the Company's lines of credit. Total debt, net was approximately $184.7 million, resulting in Net Debt ( as defined below) of approximately $324.2 million. For the quarter ended June 30, 2026 , maintenance capital expenditures were $2.7 million and growth capital expenditures were $7.1 million, including the investments in new fleet fueling locations, purchase of fuel dispensers and other investments in the Company's sites. Quarterly Dividend The Company’s ability to return cash to its stockholders through its cash dividend program is consistent with its capital allocation framework and reflects the Company’s confidence in the strength of its cash generation ability and strong financial position. The Board declared a quarterly dividend of $0.50 per share of common stock to be paid on August 28, 2026 to stockholders of record as of August 18, 2026 . This dividend is consistent with an expected annual dividend rate of $2.00 per share. Segment Update The following tables present certain information regarding changes in the wholesale, fleet fueling and GPMP segments for the periods presented: 1 2 1 . 2
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For the Three Months Ended June 30, For the Six Months Ended June 30, Wholesale Segment 2026 2025 2026 2025 Number of sites at beginning of period 2,126 1,96 1 2,099 1,922 Newly opened or reopened sites 13 4 24 10 ARKO Retail Sites converted to dealer locations 21 70 6 2 129 Closed or divested sites ( 31) ( 21) ( 56 ) ( 47) Number of sites at end of period 2,129 2,014 2,129 2,014 Excludes bulk and spot purchasers. Includes all signed fuel supply agreements irrespective of fuel distribution commencement date. For the Three Months Ended June 30, For the Six Months Ended June 30, Fleet Fueling Segment 2026 2025 2026 2025 Number of sites at beginning of period 292 280 295 280 Newly opened or reopened sites — 8 1 9 Closed or divested sites ( 2) ( 1) ( 6 ) ( 2) Number of sites at end of period 290 287 290 287 For the Three Months Ended June 30, For the Six Months Ended June 30, GPMP Segment – related party sites (ARKO Retail Sites) 2026 2025 2026 2025 Number of sites at beginning of period 1,056 1,296 1,095 1,35 Newly opened or reopened sites 1 — 3 1 ARKO Retail Sites converted to dealer locations ( 21) ( 70) ( 6 2) ( 129) Sites closed, divested or converted to rental ( 2) — ( 2) ( 2) Number of sites at end of period 1,034 1,226 1,034 1,226 Full Year 2026 Guidance The Company is reaffirming its guidance disclosed in March 2026 , and currently expects full year 202 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, August 6 , 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 201-6 89-8481. 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. 1 2 1 2
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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 successfully integrate business that it may acquire, including the business of USPP; the Company’s ability to achieve the benefits that it expects to realize as a result of its acquisitions, including the business of USPP; the potential negative impact on the Company’s financial condition and results of operations if it fails to achieve the benefits that it expects to realize as a result of its business acquisitions, including the business of USPP; liabilities of the businesses that the Company acquires that are not known to the Company; 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 wholesale sites added through 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,
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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 the Company's 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. Reconciliations of forward looking non-GAAP measures related to the business of USPP following its acquisition included in this press release to the corresponding GAAP financial measures are not included due to variability and difficulty in making accurate forecasts and projections, particularly in light of potential changes in USPP’s business following its acquisition, as well as, because certain information is not currently ascertainable or accessible, and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information, nor can the Company accurately predict all the components of the applicable non-GAAP financial measures and reconciling adjustments thereto; accordingly, the corresponding GAAP
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measures may be materially different than the non-GAAP measures. Such forward-looking information is also subject to uncertainty and various risks, including those set forth in the risk factors discussed above, and there can be no assurance that any forecasted results or conditions will actually be achieved. Company and Investor Contact Priya Trivedi ARKO Petroleum Corp. investors@arkopetroleum.com
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Condensed Consolidated Statements of Operations (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 (in thousands, except per share amounts) Revenues: Fuel revenue $ 1,098,919 $ 820,871 $ 1,906 ,517 $ 1,577, 9 Fuel revenue – related party 716 ,008 6 04,06 5 1,230,492 1,178,481 Other revenues, net 20,291 15,229 39,393 28,18 Other revenues, net – related party 3,370 3,219 6 ,551 6 ,374 Total revenues 1,838,588 1,443,384 3,182,953 2,790,710 Operating expenses: Fuel costs 1,054,76 2 776 ,847 1,821,904 1,497,058 Fuel costs – related party 704,550 592,799 1,208,06 9 1,156 , 32 Site operating expenses, including allocated expenses 28,786 25,389 55,714 47,40 General and administrative expenses, including allocated expenses 11,76 4 10,392 22,578 21,140 Depreciation and amortization, including allocated expenses 14,716 13,301 29,503 26 ,804 Total operating expenses 1,814,578 1,418,728 3,137,76 8 2,749,040 Other expenses, net 489 882 1,552 2,077 Operating income 23,521 23,774 43,6 33 39,593 Interest and other financial income, including allocated income 26 1 87 470 225 Interest and other financial expenses, including allocated expenses ( 7 ,435) ( 1 0,443) ( 16 ,6 71) ( 20,193) Income before income taxes 16 ,347 13,418 27,432 19, 25 Income tax expense ( 4 ,111) ( 3 ,390) ( 7,114) ( 5,0 4) Net income $ 12,236 $ 10,028 $ 20,318 $ 14,5 1 Net income per share – basic $ 0.26 $ 0.29 $ 0.46 $ 0.42 Net income per share – diluted $ 0.26 $ 0.29 $ 0.46 $ 0.42 Weighted average shares outstanding: Basic 47,570 35,000 44,373 35,000 Diluted 47,6 04 35,000 44,390 35,000
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Condensed Consolidated Balance Sheets (Unaudited) June 30, 2026 December 31, 2025 (in thousands) Assets Current assets: Cash and cash equivalents $ 14,56 3 $ 15,55 Trade receivables, net 142,048 80,832 Inventory 29,945 23,093 Other current assets 57,214 43,054 Total current assets 243,770 16 2,535 Non-current assets: Property and equipment, net 26 7,26 3 26 2,743 Right-of-use assets under operating leases 446 ,970 415,179 Right-of-use assets under financing leases, net 6 2,847 6 2,739 Goodwill 76 ,6 87 76 , 87 Intangible assets, net 143,917 154,32 Deferred tax asset 72,335 70,934 Other non-current assets 71,548 6 8,331 Total assets $ 1,385,337 $ 1,273,474 Liabilities Current liabilities: Long-term debt, current portion $ 1,306 $ 6 ,783 Accounts payable 108,813 75,224 Other current liabilities 6 4,881 53,58 Operating leases, current portion 29,543 27,820 Financing leases, current portion 2,346 2,095 Total current liabilities 206 ,889 16 5,508 Non-current liabilities: Long-term debt, net 183,404 385,247 Asset retirement obligation 50,46 8 47,571 Operating leases 470,301 431,3 4 Financing leases 96 ,499 94, 38 Other non-current liabilities 119,999 113,031 Total liabilities 1,127,56 0 1,237,359 Total net investment — 36 ,115 Total stockholders' equity 257,777 — Total liabilities and stockholders' equity / total net investment $ 1,385,337 $ 1,273,474
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Condensed Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Cash flows from operating activities: Net income $ 12,236 $ 10,028 $ 20,318 $ 14,5 1 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 14,716 13,301 29,503 26 ,804 Deferred income taxes 2,083 ( 1 55) 2,478 ( 2,024) Loss on disposal of assets and impairment charges, net 371 1,122 826 2,292 Amortization of deferred financing costs 6 30 36 9 1,142 741 Amortization of deferred income ( 2, 446 ) ( 2, 36 4) ( 4,853) ( 4,508) Amortization of prepaid to related party 739 1,031 1,503 2,115 Accretion of asset retirement obligation 312 282 6 42 531 Non-cash rent 26 5 746 441 1,472 Charges to allowance for credit losses 342 338 6 21 544 Share-based compensation 1,046 240 1,394 502 Fair value adjustment of financial assets and liabilities 54 140 54 171 Other operating activities, net — ( 2 32) — ( 212) Changes in assets and liabilities: Decrease ( increase) in trade receivables 9,103 ( 2, 134) ( 6 1,837) ( 16 ,454) Decrease ( increase) in inventory 145 76 5 ( 6 ,852) 1,508 Increase in other assets ( 6 ,516 ) ( 4 ,048) ( 11,459) ( 4,193) Increase in related party assets ( 4 ,053) ( 5 85) ( 7,376 ) ( 3,581) ( Decrease) increase in accounts payable ( 1 3,951) ( 5, 338) 32,729 ( 328) ( Decrease) increase in other current liabilities ( 7, 356 ) 5,130 12,211 6 ,853 Decrease in asset retirement obligation ( 8 5) — ( 257) ( 292) Increase in non-current liabilities 2,793 4,592 5,758 11, 48 Net cash provided by operating activities 10,428 23,228 16 ,986 38,150 Cash flows from investing activities: Purchase of property and equipment ( 8, 787) ( 6 ,710) ( 14,6 32) ( 13,438) Proceeds from ARKO Parent for the conversion of ARKO Retail Sites to dealer locations, net 3,456 - 3,456 — Proceeds from sale of property and equipment 1,381 813 1,412 820 Net cash used in investing activities ( 3, 950) ( 5, 897) ( 9,76 4) ( 12, 18) Cash flows from financing activities: Receipt of long-term debt — 4,871 — 4,871 Repayment of long-term debt ( 5 34) ( 9 82) ( 209,974) ( 1,59 ) Repayment of related-party debt ( 3 30) — ( 330) — Principal payments on financing leases ( 5 42) ( 2 87) ( 1,03 ) ( 542)
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Proceeds from issuance of Class A shares in IPO, net of underwriting discounts and commissions — — 210,426 — Payment of IPO costs ( 5 46 ) — ( 2,16 3) — Dividends paid on common stock ( 1 2,36 8) — ( 12,36 8) — Pre-IPO net transfers ( to) from ARKO Parent — ( 3 1,824) 7,230 ( 39,3 5) Net cash used in financing activities ( 1 4,320) ( 2 8,222) ( 8,215) ( 36 , 32) Net decrease in cash and cash equivalents and restricted cash ( 7, 842) ( 1 0,891) ( 993) ( 11,100)
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Cash and cash equivalents and restricted cash, beginning of period 22,405 25,132 15,556 25,341 Cash and cash equivalents and restricted cash, end of period $ 14,56 3 $ 14,241 $ 14,56 3 $ 14,241
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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 June 30, For the Six Months Ended June 30, For the Twelve- Months Ended 2026 2025 2026 2025 June 30, 2026 (in thousands) Net income $ 12,236 $ 10,028 $ 20,318 $ 14,56 1 $ 38,484 Interest and other financing expenses, net 7,174 10,356 16 ,201 19,96 8 38,325 Income tax expense 4,111 3,390 7,114 5,06 4 11,1 2 Depreciation and amortization 14,716 13,301 29,503 26 ,804 57,427 EBITDA 38,237 37,075 73,136 6 6 ,397 145,398 Acquisition costs ( a) 240 106 896 213 1,175 Loss on disposal of assets and impairment charges ( b) 371 1,122 826 2,292 3,092 Share-based compensation expense ( c) 1,046 240 1,394 502 1,889 Adjustment to contingent consideration ( d) 54 ( 209) 54 ( 275) ( 1,878) Taxes paid in arrears ( e) — — — — 178 IPO Costs ( f) — — — — 5 5 Other ( g) ( 126 ) ( 31) ( 122) 6 0 89 Adjusted EBITDA $ 39,822 $ 38,303 $ 76 ,184 $ 6 9,189 $ 150,508 Net cash provided by operating activities $ 10,428 $ 23,228 $ 16 ,986 $ 38,150 Changes in operating assets and liabilities ( h) 18,107 1,56 9 37,256 4,76 5 Maintenance capital expenditures ( i) ( 2,6 84) ( 943) ( 5,209) ( 2,26 1) Acquisition costs ( a) 240 106 896 213 Amortization of deferred income, net of prepaid to related party 1,707 1,333 3,350 2,393 Charges to allowance for credit losses ( 342) ( 338) ( 6 21) ( 544) Non-cash rent expense ( j) ( 26 5) ( 746 ) ( 441) ( 1,472) Other ( k) ( 115) ( 26 ) ( 121) 6 1 Discretionary Cash Flow $ 27,076 $ 24,183 $ 52,096 $ 41,305 Adjusted EBITDA $ 39,822 $ 38,303 $ 76 ,184 $ 6 9,189 Cash received for interest 26 1 87 470 225 Cash paid for interest and allocated interest ( 6 ,513) ( 9,721) ( 14,899) ( 18,76 1) Cash paid for taxes ( 3,810) ( 3,543) ( 4,450) ( 7,087) Maintenance capital expenditures ( i) ( 2, 84) ( 943) ( 5,209) ( 2,2 1)
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Discretionary Cash Flow $ 27,076 $ 24,183 $ 52,096 $ 41,305 ( 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 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.
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( c) Eliminates non-cash share-based compensation expense related to the Company's and ARKO Parent's equity incentive program to incentivize, retain, and motivate the Company's employees, members of our Board and certain of ARKO Parent's employees. ( d) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the Empire acquisition, which closed in 2020. ( e) Eliminates the payment of historical fuel and other tax amounts for multiple prior periods. ( f) Eliminates one-time costs incurred related to the Company's IPO, which closed on February 13, 2026. ( g) Eliminates other unusual or non-recurring items that the Company does not consider to be meaningful in assessing operating performance. ( h) 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. ( i) 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. ( j) 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. ( k) Includes other unusual or non-recurring items. Reconciliation of Total debt, net to Net Debt As of June 30, 2026 As of December 31, 2025 (in thousands, except ratios) Total debt, net $ 184,710 $ 392,030 Financing leases 98,845 96 ,733 Financial liabilities 55,212 53,36 5 Cash and cash equivalents ( 14,56 3) ( 15,556 ) Net Debt $ 324,204 $ 526 ,572 Ratio of total debt, net to net income 4.8x 12.0x Ratio of Net Debt to Adjusted EBITDA 2.2x 3.7x Supplemental Disclosures of Segment Information Wholesale Segment For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Revenues: Fuel revenue $ 917,6 96 $ 6 96 ,103 $ 1,591,551 $ 1,326 ,1 3 Other revenues, net 16 ,984 12,501 33,514 22,853 Other revenues, net – related party 405 — 929 — Total revenues 935,085 708,6 04 1,6 25,994 1,349,01 Operating expenses: Fuel costs 891,375 6 70,714 1,542,339 1,280,727 Site operating expenses, including allocated expenses 18,827 14,6 48 35,76 0 26 ,417 Total operating expenses 910,202 6 85,36 2 1,578,099 1,307,144 Operating income $ 24,883 $ 23,242 $ 47,895 $ 41,872 Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel. 1 1
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Fleet Fueling Segment For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Revenues: Fuel revenue $ 175,343 $ 118,121 $ 302,6 42 $ 236 ,527 Other revenues, net 2,905 2,245 5,146 4,3 3 Total revenues 178,248 120,36 6 307,788 240,890 Operating expenses: Fuel costs 158,258 100,353 26 8,812 203,457 Site operating expenses 6 ,703 6 ,934 13,734 13,3 2 Total operating expenses 16 4,96 1 107,287 282,546 216 ,819 Operating income $ 13,287 $ 13,079 $ 25,242 $ 24,071 Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel. GPMP Segment For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) Revenues: Fuel revenue – inter-segment $ 1,039,889 $ 6 51,249 $ 1,76 2,373 $ 1,243,33 Fuel revenue – related party 716 ,008 6 04,06 5 1,230,492 1,178,481 Fuel revenue – third party customers — 353 — 849 Other revenues, net 47 191 218 34 Other revenues, net – inter-segment — 2,147 76 7 4,208 Other revenues, net – related party 784 6 6 9 1,498 1,321 Total revenues 1,756 ,728 1,258,6 74 2,995,348 2,428,541 Operating expenses: Fuel costs – inter-segment 1,023,250 6 38,915 1,730,413 1,219,859 Fuel costs – related party 704,550 592,799 1,208,06 9 1,156 , 32 Fuel costs – third party customers — 352 — 848 General and administrative expenses 545 820 1,055 1, 48 Depreciation and amortization 1,813 1,840 3,6 25 3, 80 Total operating expenses 1,730,158 1,234,726 2,943,16 2 2,382, 7 Operating income $ 26 ,570 $ 23,948 $ 52,186 $ 45,874 Includes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel. 1 1 1 1 1 1 1