ARKO reports third quarter 2026 results

Item 2.02 Results of Operations and Financial Condition.

On November 4, 2026, ARKO Petroleum Corp., a Delaware corporation ("APC"), a subsidiary of ARKO Corp., a Delaware corporation (the "Company"), issued a press release announcing APC's financial results for the third quarter ended September 30, 2026¹, which press release includes certain results of operations for the Company for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.² The Company will report its results for the three and nine months ended September 30, 2026 in its Quarterly Report on Form 10-Q.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release issued by ARKO Petroleum Corp. on November 4, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ARKO CORP.

Date:

November 4, 2026

By:

/s/ Arie Kotler

Name:

Title:

Arie Kotler

Chairman of the Board, President and Chief Executive Officer

ARKO Petroleum Corp. Reports Third Quarter 2026 Results, Raises Full Year 2026 Guidance and Declares Quarterly Dividend

ARKO Petroleum Corp. (Nasdaq: APC) ("APC" or the "Company"), one of the largest fuel wholesalers in North America, today announced financial results for the third quarter ended September 30, 2026, raised its full year 2026 financial guidance and declared a quarterly dividend of $0.50 per share.

Third Quarter 2026 Key Highlights (vs. Year-Ago Period) 1,2

• Net income for the quarter increased to $13.3 million compared to $10.1 million.³

• Adjusted EBITDA for the quarter increased to $41.0 million compared to $37.4 million.⁴

• Net cash provided by operating activities for the quarter was $21.6 million compared to $25.0 million.⁵

• Discretionary Cash Flow for the quarter increased to $32.3 million compared to $26.5 million.⁵

• Raises full-year 2026 Adjusted EBITDA guidance to be in a range of $156 million to $157 million.⁶

• Post quarter-end, declared quarterly dividend of $0.50 per share of common stock to be paid on November 30, 2026.⁷

• On August 4, 2026, entered into an asset purchase agreement to acquire the business of U.S. Petroleum Partners, LLC ("USPP")⁸, a strategic transaction that is expected to meaningfully expand APC's scale and infrastructure and reflects the disciplined execution of the growth strategy outlined at the time of its initial public offering.

"APC's third-quarter results reinforce the strategy we outlined at the IPO," said Arie Kotler, Chairman, President and Chief Executive Officer of APC. "Adjusted EBITDA and Discretionary Cash Flow grew year over year, which we believe demonstrated the durability of our platform, the stability of its cash generation and our team's ability to execute effectively through a volatile market environment. Based on year-to-date performance, our outlook for the balance of the year and the expected closing of USPP, we are raising our full-year 2026 Adjusted EBITDA guidance."

Third Quarter 2026 Segment Highlights

Wholesale Segment

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

2026

2025

2026

2025 (in thousands)

Fuel gallons sold – fuel supply locations

211,648

220,220

613,626

624,826

Fuel gallons sold – consignment agent locations

37,564

40,191

110,287

115,635

Fuel contribution 1 – fuel supply locations

$

15,279

$

13,917

$

43,452

$

38,854

Fuel contribution 1 – consignment agent locations

$

11,441

$

11,151

$

32,480

$

31,650

Fuel margin, cents per gallon 2 – fuel supply locations

7.2

6.3

7.1

6.2

Fuel margin, cents per gallon 2 – consignment agent locations

30.5

27.7

29.5

27.4

1 Calculated as fuel revenue less fuel costs; excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

2 Calculated as fuel contribution divided by fuel gallons sold.

1 See Use of Non-GAAP Measures below.

2 All figures for fuel costs, fuel contribution and fuel margin per gallon (other than related party) exclude the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

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 third quarter of 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 (as defined below) converted to dealer locations, which was partially offset by reduced operating income at comparable wholesale sites.

For the third quarter of 2026, fuel contribution increased by $1.7 million compared to the third quarter of 2025. Fuel contribution for the third quarter of 2026 at fuel supply locations increased by $1.4 million compared to the third quarter of 2025, primarily due to $1.5 million of incremental contribution from ARKO Retail Sites converted to dealer locations. Fuel contribution for the third quarter of 2026 at consignment agent locations increased $0.3 million compared to the third quarter of 2025, primarily due to $0.4 million of incremental contribution from ARKO Retail Sites converted to dealer locations.

Fuel margin per gallon at fuel supply locations increased 0.9 cents per gallon compared to the third quarter of 2025, and fuel margin per gallon at consignment agent locations increased 2.8 cents per gallon compared to the third quarter of 2025, both primarily due to increased prompt pay discounts related to higher fuel costs.

For the third quarter of 2026, other revenues, net increased by $3.5 million, and site operating expenses increased by $3.8 million, in each case as compared to the third quarter of 2025, resulting primarily from ARKO Retail Sites converted to dealer locations.

As part of the ongoing transformation plan of the Company's controlling stockholder, ARKO Corp. (Nasdaq: ARKO) ("ARKO Parent"), 17 ARKO Parent retail convenience stores that sell fuel ("ARKO Retail Sites") were converted to dealer locations in the Company's wholesale segment during the third quarter of 2026, bringing total conversions since program inception in 2024 to 488 sites. ARKO Parent has an aggregate of approximately 55 additional sites committed under letter of intent, under contract or already converted since quarter en