ARKO Petroleum reports $13.34 million net income for Q3 2026

Item 6.

Exhibits

51

Signatures

52

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains "forward-looking statements,¹" as that term is defined under the Private Securities Litigation Reform Act of 1995 ("PSLRA"), Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include statements about our expectations, beliefs or intentions regarding our business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described below and in "Item 1A-Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025 and this Quarterly Report on Form 10-Q, and described from time to time in our other filings with the Securities and Exchange Commission (the "SEC"). We do not undertake any obligation to update forward-looking statements, except to the extent required by applicable law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance.

Risks and uncertainties, the occurrence of which could adversely affect our business, include the following:²

• our ability to effectively compete in the highly competitive fragmented motor fuel distribution industry and the fleet fueling business;

• sustained inflationary pressures on costs for labor, services and materials, and high interest rates;

• seasonal trends;

• changes in the wholesale prices of motor fuel;

• significant changes in demand for fuel-based modes of transportation and for trucking services;

• negative events or developments associated with branded motor fuel suppliers;

• dependency on several principal suppliers for our fuel purchases and third-party transportation providers for the transportation of most of our motor fuel;

• a significant portion of our revenue is generated under fuel supply agreements with dealers that must be renegotiated or replaced periodically;

• our ability to make acquisitions on economically acceptable terms;

• our ability to successfully integrate acquired operations or otherwise realize the expected benefits from our acquisitions;

• the potential negative impact on our financial condition and results of operations if we fail to achieve the benefits that we expect to realize as a result of our business acquisitions;

• liabilities of the businesses that we acquire that are not known to us;

• changes in economic conditions, tax or trade policy, and consumer confidence in the U.S.;

• the Russia-Ukraine War, Israel-Hamas War, the ongoing conflict involving Iran, Israel and the United States, events occurring in response thereto and any expansion of hostilities;

• environmental protection and operational health and safety laws and regulations related to the distribution, transportation and storage of motor fuels, or business interruptions and inherent hazards and risks that may expose us, our customers or suppliers, to significant costs and liabilities;

• our ability and our customers' and suppliers' ability to obtain, maintain and comply with government permits, licenses and approvals;

• failure to comply with applicable laws and regulations;

• generation of sufficient cash from operations after payment of our expenses, and establishment of cash reserves to enable us to pay the intended quarterly distribution to our stockholders;

• extensive tax liabilities imposed by multiple jurisdictions;

• the loss of key senior management personnel or the failure to recruit or retain qualified senior management personnel;

3

• unfavorable weather conditions;

• payment-related risks that may result in higher operating costs or the inability to process payments;

• significant disruptions of information technology systems, breaches of data security or other cybersecurity incidents, or compromised data;

• evolving laws, regulations, standards, and contractual obligations related to data privacy and security regulations, and our actual or perceived failure to comply with such obligations;

• our ability to renew leases of land on which certain of our sites are located, or our ability to renew such leases with terms favorable to us;

• our ability to lease sites we own or sublease sites we lease on favorable terms;

• our failure to adequately secure, maintain, and enforce our intellectual property rights;

• our operations present risks which may not be fully covered by insurance;

• we are a restricted subsidiary and guarantor under the indenture governing the Senior Notes and are therefore subject to various covenants;

• the agreements governing our indebtedness contain various restrictions and financial covenants;

• our level of indebtedness, together with ARKO Parent's indebtedness, the terms of our and its borrowings and any future ARKO Parent credit ratings;

• our and ARKO Parent's variable rate debt;

• changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences;

• the market price and trading volume of our Class A common stock may be volatile and could decline significantly;

• co

Item 1. Financial Statements

ARKO Petroleum Corp.

Condensed Consolidated Ba lance Sheets

(Unaudited, in thousands, except share data)

Assets

Current assets:

Cash and cash equivalents

$

10,109

$

15,556

Trade receivables, net

178,406

80,832

Inventory

34,936

23,093

Other current assets

46,172

43,054

Total current assets

269,623

162,535

Non-current assets:

Property and equipment, net

271,971

262,743

Right-of-use assets under operating leases

448,705

415,179

Right-of-use assets under financing leases, net

65,581

62,739

Goodwill

76,687

76,687

Intangible assets, net

138,737

154,326

Deferred tax asset

71,951

70,934

Other non-current assets

73,979

68,331

Total assets³

$³

1,417,234³

$

1,273,474

Liabilities

Current liabilities:

Long-term debt, current portion

$

1,151

$

6,783

Accounts payable

122,124

75,224

Other current liabilities

72,491

53,586

Operating leases, current portion

30,800

27,820

Financing leases, current portion

2,372

2,095

Total current liabilities

228,938

165,508

Non-current liabilities:

Long-term debt, net

187,730

385,247

Asset retirement obligation

49,749

47,571

Operating leases

472,305

431,364

Financing leases

102,476

94,638

Other non-current liabilities

128,177

113,031

Total liabilities

1,169,375

1,237,359

Commitments and contingencies — see Note 12

Stockholders' equity / total net investment:

Class A common stock ($ 0.0001 par value) – authorized: 400,000,000 shares; issued and outstanding: 12,570,223 and 0 shares, respectively

1

—

Class B common stock ($ 0.0001 par value) – authorized: 200,000,000 shares; issued and outstanding: 35,000,000 and 0 shares, respectively

—

—

Common stock ($ 0.0001 par value) – 0 and 1,000 authorized, issued and outstanding, respectively

—

—

ARKO Parent's net investment

—

36,115

Additional paid-in capital

246,086

—

Retained earnings

1,772

—

Total net investment

—

36,115

Total stockholders' equity

247,859

—

Total liabilities and stockholders' equity / total net investment

$

1,417,234

$

1,273,474

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

ARKO Petroleum Corp.

Condensed Consolidated Stateme nts of Operations

(Unaudited, in thousands, except per share data)

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

2026

2025

2026

2025

Revenues:

Fuel revenue 1

$

1,146,866

$

855,585

$

3,053,383

$

2,433,254

Fuel revenue – related party 2

718,372

609,022

1,948,864

1,787,503

Other revenues, net

20,351

16,401

59,744

44,587

Other revenues, net – related party

3,211

3,181

9,762

9,555

Total revenues

1,888,800

1,484,189

5,071,753

4,274,899

Operating expenses:

Fuel costs 1

1,101,819

812,897

2,923,723

2,309,955

Fuel costs – related party 2

706,886

597,831

1,914,955

1,754,463

Site operating expenses, including allocated expenses

28,496

25,359

84,210

72,765

General and administrative expenses, including allocated expenses

11,226

10,938

33,804

32,078

Depreciation and amortization, including allocated expenses

14,917

13,749

44,420

40,553

Total operating expenses

1,863,344

1,460,774

5,001,112

4,209,814

Other expenses (income), net

226

( 1,154

)

1,778

923

Operating income

25,230

24,569

68,863

64,162

Interest and other financial income, including allocated income

222

183

692

408

Interest and other financial expenses, including allocated expenses

( 7,622

)

( 11,244

)

( 24,293

)

( 31,437

)

Income before income taxes

17,830

13,508

45,262

33,133

Income tax expense

( 4,491

)

( 3,408

)

( 11,605

)

( 8,472

)

Net income

$

13,339

$

10,100

$

33,657

$

24,661

Net income per share – basic⁴

$⁴

0.28⁴

$

0.29

$

0.74

$

0.70

Net income per share – diluted

$

0.28

$

0.29

$

0.74

$

0.70

Weighted average shares outstanding:

Basic

47,570

35,000

45,454

35,000

Diluted

47,585

35,000

45,463

35,000

Supplemental information:

1 Includes excise tax of:

$

146,587

$

158,363

$

428,847

$

448,996

2 Includes excise tax of:

101,337

122,792

302,680

360,527

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

ARKO Petroleum Corp.

Condensed Consolidated Statements of Changes in Equity / Net Investment

(Unaudited, in thousands, except share data)

Common stock

Class A common stock

Class B common stock

Shares

Par Value

Shares

Par Value

Shares

Par Value

Parent's Net Investment

Additional paid-in capital

Retained Earnings

Total stockholders' equity

Balance at January 1,

2026

1,000

$

—

—

$

—

—

$

—

$

36,115

$

—

$

—

$

36,115

Net transfers from ARKO Parent

—

—

—

—

—

—

5,657

—

—

5,657

Net income

—

—

—

—

—

—

4,331

—

29,326

33,657

Share-based compensation

—

—

—

—

—

—

—

1,808

—

1,808

Conversion of common stock to Class B common stock

( 1,000

)

—

—

—

35,000,000

—

( 46,103

)

46,103

—

—

Issuance of Class A common stock in IPO

—

—

12,570,223

1

—

—

—

206,774

—

206,775

Dividends declared (76 cents per share)

—

—

—

—

—

—

—

( 8,617

)

( 27,536

)

( 36,153

)

Dividend equivalents on restricted stock units

—

—

—

—

—

—

—

18

( 18

)

—

Balance at September

30, 2026

—

$

—

12,570,223

$

1

35,000,000

$

—

$

—

$

246,086

$

1,772

$

247,859

Class A common stock

Class B common stock

Shares

Par Value

Shares

Par Value

Additional paid-in capital

Retained Earnings

Total stockholders' equity

Balance at July 1, 2026

12,570,223

$

1

35,000,000

$

—

$

245,540

$

12,236

$

257,777

Net income

—

—

—

—

—

13,339

13,339

Share-based compensation

—

—

—

—

528

—

528

Dividends declared (50 cents per share)

—

—

—

—

—

( 23,785

)

( 23,785

)

Dividend equivalents on restricted stock units

—

—

—

—

18

( 18

)

—

Balance at September 30, 2026

12,570,223

$

1

35,000,000

$

—

$

246,086

$

1,772

$

247,859

Total Net Investment

Balance at January 1, 2025

$

65,570

Net transfers to ARKO Parent

( 46,925

)

Net income

24,661

Balance at September 30, 2025

$

43,306

Total Net Investment

Balance at July 1, 2025

$

39,577

Net transfers to ARKO Parent

( 6,371

)

Net income

10,100

Balance at September 30, 2025

$

43,306

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

ARKO Petroleum Corp.

Condensed Consol