As filed with the Securities and Exchange Commission on February 3, 2026.

Registration No. 333-292265

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ARKO Petroleum Corp.

(Exact name of registrant as specified in its charter)

Delaware

5172

39-3168808

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

8565 Magellan Parkway

Suite 400

Richmond, Virginia 23227-1150

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Arie Kotler

President and Chief Executive Officer

8565 Magellan Parkway

Suite 400

Richmond, Virginia 23227-1150

(804) 730-1568

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Drew M. Altman, Esq.

Win Rutherfurd, Esq.

Greenberg Traurig, P.A.

333 S.E. 2nd Avenue, Suite 4400

Miami, Florida 33131

(305) 579-0500

Maury Bricks

General Counsel

ARKO Petroleum Corp.

8565 Magellan Parkway

Suite 400

Richmond, Virginia 23227-1150

(804) 730-1568

Stelios G. Saffos, Esq.

Michael Benjamin, Esq.

Kaj P. Nielsen, Esq.

Latham & Watkins LLP

1271 Avenue of Americas

New York, NY 10020

(212) 906-1200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.


PRELIMINARY PROSPECTUS		Subject to Completion		Dated February 3, 2026

10,500,000 Shares

ARKO Petroleum Corp.

Class A Common Stock

This is the initial public offering of shares of Class A common stock of ARKO Petroleum Corp. We are offering 10,500,000 shares of our Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. We anticipate that the initial public offering price will be between $18.00 and $20.00 per share. We have applied to list our Class A common stock on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “APC.”

We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock entitles its holder to one vote on all matters presented to our stockholders generally. All of our Class B common stock, which we do not intend to list on any stock exchange, will be held indirectly by ARKO Corp. (“ARKO Parent”), our parent company, through one or more subsidiaries. Each share of Class B common stock entitles ARKO Parent to five votes on all matters presented to our stockholders generally. Immediately following this offering, the holders of our Class A common stock will collectively hold 23.1% of the economic interests in us and 5.7% of the voting power in us, and ARKO Parent will hold the remaining 76.9 % of the economic interests and 94.3% of the voting power in us. As a result of ARKO Parent’s ownership of a majority of our outstanding voting power, ARKO Parent will have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions, and we will be a “controlled company” within the meaning of the corporate governance rules of Nasdaq; however, we do not currently expect or intend to rely on the “controlled company” exemptions from certain corporate governance requirements. See “Management—Controlled Company Exemptions” and “Risk Factors—Risks Related to Ownership of our Class A Common Stock and this Offering—We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and may in the future rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 35 TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR CLASS A COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions (1)	$	$
Proceeds to us, before expenses	$	$

(1)

We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting (Conflicts of Interest).”

We have also granted the underwriters an option for a period of 30 days to purchase up to an additional 1,575,000 shares of our Class A common stock on the same terms set forth above to cover over-allotments, if any. See “Underwriting (Conflicts of Interest).”

Delivery of the shares of Class A common stock will be made on or about , 2026.


UBS Investment Bank		Raymond James		Stifel


Mizuho		Capital One Securities

The date of this prospectus is , 2026.

TABLE OF CONTENTS



About This Prospectus			1

Industry and Market Data			3

Prospectus Summary			4

The Offering			26

Summary Condensed Combined Financial and Other Data			31

Risk Factors			35

Cautionary Note Regarding Forward-Looking Statements			67

Use of Proceeds			70

Capitalization			71

Dilution			73

Cash Dividend Policy			75

Management’s Discussion and Analysis of Financial Condition and Results of Operations			82
Business			118

Management			138

Compensation Discussion and Analysis			145

Description of Certain Indebtedness			161

Description of Capital Stock			168

Shares Eligible for Future Sale			175

Principal Stockholders			178

Certain Relationships and Related Party Transactions			180

Material U.S. Federal Income Tax Considerations			188

Underwriting (Conflicts of Interest)			193

Legal Matters			204

Experts			204

Index to Financial Information			F-1

Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). Neither we nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. Our business, financial condition, results of operations and prospects may have changed since such date.

For investors outside of the United States, neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

About This Prospectus

As used in this prospectus, unless the context otherwise indicates, any reference to “ARKO Petroleum,” “APC,” “our Company,” “the Company,” “us,” “we” and “our” refers, prior to the completion of the Transactions (as defined herein), including this offering, to the operations that primarily comprise the operations of ARKO Parent’s wholly owned subsidiaries GPM Empire, LLC, a Delaware limited liability company formed in 2020, and GPM Petroleum LP, a Delaware limited partnership formed in 2015, which includes ARKO Parent’s Wholesale and Fleet Fueling businesses and the supply of fuel to substantially all of ARKO Parent’s retail convenience stores that sell fuel (collectively, the “Contributed Businesses”), and after the completion of the Transactions, including this offering, refers to ARKO Petroleum Corp., a Delaware corporation and the issuer of the shares of Class A common stock offered hereby, together with its consolidated subsidiaries and the operations that comprise the Contributed Businesses. References in this prospectus to “ARKO Parent” or “Parent” refer to ARKO Corp., a Delaware corporation, and its consolidated subsidiaries. We sometimes refer to our Class A common stock and our Class B common stock collectively as “common stock.”

Basis of Presentation

Except as otherwise disclosed in this prospectus, the historical combined financial statements and summary condensed combined financial data and other financial information included elsewhere in this prospectus are those of the Contributed Businesses, and have been prepared in U.S. dollars in conformity with accounting principles generally accepted in the United States (“GAAP”), except for the presentation of certain non-GAAP measures as discussed below. The Contributed Businesses’ historical combined financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of ARKO Parent. The combined financial statements reflect the historical results of operations, financial position and cash flows of the Contributed Businesses and the allocation of certain ARKO Parent operating and corporate expenses relating to the Contributed Businesses based on the historical financial statements and accounting records of ARKO Parent. Accordingly, if the Contributed Businesses had operated as a stand-alone entity, its results may have differed materially from those presented in these combined financial statements. In the opinion of management, the assumptions underlying the Contributed Businesses’ historical combined financial statements, including the basis on which the expenses have been allocated from ARKO Parent, are reasonable.

Non-GAAP Financial Measures

In this prospectus, we present certain financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America, referred to herein as “non-GAAP.” You should review the reconciliation and accompanying disclosures carefully in connection with your consideration of such non-GAAP measures and note that the way in which we calculate these measures may not be comparable to similarly titled measures employed by other companies. Specifically, we make use of the non-GAAP measures “EBITDA,” “Adjusted EBITDA,” “Discretionary Cash Flow,” “Net Debt” and the “Ratio of Net Debt to Adjusted EBITDA.”

EBITDA, Adjusted EBITDA, Discretionary Cash Flow, Net Debt and the Ratio of Net Debt to Adjusted EBITDA have been presented in this prospectus as supplemental measures of financial performance or liquidity that are not required by, or presented in accordance with, GAAP. We use EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in

About This Prospectus

evaluating our performance because they eliminate certain items that we do not consider indicators of our operating performance. EBITDA and Adjusted EBITDA are also used by many of our investors, securities analysts, and other interested parties in evaluating our operational and financial performance across reporting periods. We believe that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that we use internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing our operating performance. Discretionary Cash Flow is a liquidity measure we and third parties, such as industry analysts, investors, lenders, rating agencies and others, use to assess our ability to internally fund our acquisitions, pay distributions, and service or incur additional debt. Net Debt is used by management to measure the effective level of our indebtedness. The Ratio of Net Debt to Adjusted EBITDA is an important measure used by our management to evaluate our access to liquidity, and we believe it is a representation of our financial strength. The Ratio of Net Debt to Adjusted EBITDA is also frequently used by investors and credit rating agencies to analyze our operating performance. EBITDA, Adjusted EBITDA, Discretionary Cash Flow, Net Debt and the Ratio of Net Debt to Adjusted EBITDA should not be considered as alternatives to any financial measure derived in accordance with GAAP, including net income (loss). The presentations of these non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for the analysis of, our results as reported under GAAP. Because not all companies use identical calculations, the presentations of non-GAAP measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. For a discussion of the use of these measures and a reconciliation of the most directly comparable GAAP measures, see “Summary—Summary Condensed Combined Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Financial Measures.”

Industry and Market Data

Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the projections, assumptions and estimates made by the independent parties and by us.

Prospectus Summary

This summary highlights selected information from this prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included elsewhere in this prospectus. Before making your investment decision with respect to our Class A common stock, you should carefully read this entire prospectus, including the information under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

In this prospectus, unless the context otherwise indicates, any reference to “ARKO Petroleum,” “APC,” “our Company,” “the Company,” “us,” “we” and “our” refers, prior to the completion of the Transactions, including this offering, to the operations that primarily comprise the operations of ARKO Parent’s wholly owned subsidiaries GPM Empire, LLC, a Delaware limited liability company formed in 2020 (“GPME”), and GPM Petroleum LP, a Delaware limited partnership formed in 2015 (“GPMP”), which includes ARKO Parent’s Wholesale and Fleet Fueling Businesses and the supply of fuel to substantially all of ARKO Parent’s retail convenience stores that sell fuel (collectively, the “Contributed Businesses”), and after completion of the Transactions, including this offering, to ARKO Petroleum Corp., the issuer of the shares of Class A common stock offered hereby, together with its consolidated subsidiaries and the operations that comprise the Contributed Businesses. Our historical financial results as part of ARKO Parent contained in this prospectus may not be indicative of what our financial results may be in the future as a publicly-traded company that is no longer wholly owned by ARKO Parent or what our financial results would have been had we been such a company during the historical periods presented.

About ARKO Petroleum Corp.

We are a growth-oriented, fuel distribution company and one of the largest wholesale fuel distributors by gallons in North America, supplying customers in more than 30 states across the Mid-Atlantic, Midwestern, Northeastern, Southeastern, and Southwestern United States (“U.S.”). We were formed by ARKO Parent (Nasdaq: ARKO), one of the largest convenience store operators in the U.S. We primarily engage in the fee-based wholesale distribution of motor fuel to the retail sites operated by ARKO Parent that sell fuel (“ARKO Retail,” “ARKO Retail Sites” or “related party sites”) and to third-party dealers under long-term contracts, and we sell fuel at our fleet fueling locations. One of our key business objectives is to make quarterly cash distributions to stockholders and, over time, increase our quarterly cash distribution.

We operate through three reportable segments:

Wholesale: Our Wholesale segment distributes fuel to gas stations operated by third-party dealers, sub-wholesalers, and bulk and spot purchasers (e.g., commercial, government, industrial businesses, and rack buying dealers), on either a cost-plus or a consignment basis, generally pursuant to long-term contracts.

ii.

Fleet Fueling: Our Fleet Fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations that serve commercial vehicle fleets) that

Prospectus Summary

primarily sell fuel to commercial and municipal entity customers, and we also generate revenue through commissions from the sale of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites. APC is one of the largest cardlock operators in the U.S. and maintains a leading position in the Mid-Atlantic region.

iii.

GPMP: Our GPMP segment sells and supplies fuel to substantially all of the ARKO Retail Sites at our cost of fuel plus a fixed margin, and the GPMP segment charges a fixed fee to certain of the ARKO Retail Sites that are not supplied by us. In addition, the GPMP segment includes intercompany transactions which are eliminated in the combined financial statements contained in this prospectus.

For the year ended December 31, 2024 and the nine-month period ended September 30, 2025, we distributed 2.1 billion gallons and 1.5 billion gallons, respectively, of fuel to our customers. We purchase our fuel from independent refining companies and major oil companies and then distribute it to customers using third-party haulers, and in certain cases our own trucks. We believe we have limited exposure to fluctuating commodity prices because we generally pass the cost of the fuel we distribute through to our customers. In addition, we are able to generate larger fuel margins (i) under consignment distribution arrangements with third-party dealers, where we maintain control of the fuel inventory and retail fuel pricing, and (ii) on fuel sales at our cardlock locations, compared to fuel supply arrangements.

We have a proven track record of long-term, sustainable growth in gallons distributed. Between January 1, 2020 and September 30, 2025, we grew our gallons distributed or sold by a compounded annual growth rate (“CAGR”) of approximately 12%, driven primarily by the addition of 624 net new sites (inclusive of ARKO Retail Sites), bringing our total sites to 3,499 as of September 30, 2025, and our fuel margin by a CAGR of approximately 14% over the same time period.

As of September 30, 2025, our business operations included:

•

Supplying fuel to 1,158 ARKO Retail Sites, pursuant to a long-term motor fuel distribution agreement with ARKO Parent

•

Supplying fuel to 2,053 gas stations operated by third-party dealers, pursuant to long-term agreements

•

The operation of a total of 288 proprietary and third-party unstaffed cardlock locations

We have designed our operating model to be cost-and-capital-efficient based on the following characteristics: (i) the business requires a limited number of employees; (ii) relatively low operating costs, which generally result in high conversion of gross profit to Adjusted EBITDA¹ and, similarly, an attractive margin profile; and (iii) adding wholesale and cardlock sites is not expected to require substantial incremental corporate overhead, providing an opportunity to scale efficiently. Additionally, our cost-and-capital-efficient operating model, relatively low leverage and stable and growing cash flow profile, are expected to position us to consistently convert a high level of Adjusted EBITDA¹ into Discretionary Cash Flow¹, enabling us to prioritize the return of capital to shareholders in the form of consistent and growing cash dividends.

EBITDA, Adjusted EBITDA and Discretionary Cash Flow are non-GAAP measures. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures.”

Prospectus Summary

Map of ARKO Petroleum Corp.’s Wholesale, ARKO Retail and Fleet Fueling Sites²

LOGO

Our Relationship with ARKO Parent

One of our principal strengths is our relationship with ARKO Parent, which operates one of the largest convenience store chains in the U.S. and is publicly listed on Nasdaq, with its common stock trading under the symbol “ARKO.” In connection with this offering, ARKO Parent will contribute all of its Wholesale and Fleet Fueling business to APC together with the supply of fuel to the ARKO Retail Sites. After the completion of this offering, ARKO Parent, indirectly through its wholly-owned subsidiary, Arko Convenience Stores, LLC (“ACS”), will own 35,000,000 shares of our Class B common stock, representing 76.9% of the economic interests in us and 94.3% of the combined voting power of our Class A common stock and Class B common stock (or 74.3% of the economic interests in us and 93.5% of the combined voting power of our Class A common stock and Class B common stock if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full). Upon completion of this offering, we will be a subsidiary of ARKO Parent and “controlled company” within the meaning of the rules of Nasdaq and, as a result, there may be conflicts of interest from time to time. ARKO Parent is expected to continue to own a significant controlling interest in APC following this offering and will therefore have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions. See “—Controlled Company Status.” ARKO Parent is a committed customer and has agreed to purchase fuel from us as part of its ongoing supply needs pursuant to the Fuel Distribution Agreement (as defined herein) to be entered into with ARKO Parent in connection with this offering. Any conflicts of interest between ARKO Parent and us will be reviewed by our Board of Directors’ Conflicts Committee (the “Conflicts Committee”). We will enter into certain contractual arrangements governing our commercial, operational and governance relationship with ARKO Parent, consisting of a Management Services Agreement, an Omnibus

APC site location data as of September 30, 2025.

Prospectus Summary

Agreement, an Employee and Intercompany Matters Agreement, a Fuel Distribution Agreement, a Tax Matters Agreement, a Registration Rights Agreement and certain real estate arrangements. For a description of such agreements, see “Business—Agreements with ARKO Parent” and “Certain Relationships and Related Party Transactions.” For more information regarding our arrangements with ARKO Parent, see the sections entitled “Risk Factors—Risks Related to the Transactions and our Governance Relationship with ARKO Parent” and “Management—Board Committees—Conflicts Committee.”

ARKO Parent operates convenience stores that sell fuel products and merchandise to retail customers through more than 25 regional store brands. The vast majority of ARKO Parent-operated convenience stores sell fuel. For the year ended December 31, 2024, ARKO Parent’s retail segment generated total revenues of $5.3 billion, including $1.8 billion of in-store sales and other revenues. During that same period, ARKO Parent sold 1.1 billion gallons of branded and unbranded fuel to its retail customers. For the nine-months ended September 30, 2025, ARKO Parent’s retail segment generated total revenues of $3.4 billion, including $1.2 billion of in-store sales and other revenues. During that same period, ARKO Parent sold 704 million gallons of branded and unbranded fuel to its retail customers. We enjoy substantial purchasing power across our entire platform as a result of supplying fuel to ARKO Parent.

In October 2020, ARKO Parent significantly expanded its wholesale business following the acquisition of the business of Empire Petroleum Partners. Subsequently, ARKO Parent established its fleet fueling business following the acquisition of the fleet fueling division of Quarles Petroleum, incorporated in July 2022. ARKO Parent continued to grow the Wholesale and Fleet Fueling businesses through acquisitions from Transit Energy Group and WTG Fuels, respectively.

Future ARKO Retail organic growth and acquisitions benefit us by: (i) increasing our contracted gallons sold to ARKO Retail Sites and (ii) broadening the opportunity set of desirable M&A targets for us to include Wholesale and Fleet Fueling business that are part of retail companies which may be acquired by ARKO Parent, leveraging ARKO Parent’s strong history of retail growth. Aside from ARKO Retail, no single customer currently accounts for more than approximately 1.0% of gallons annually. As we grow our business going forward, we plan to diversify our customer base and decrease our concentration of fuel distributed to ARKO Retail Sites.

In the middle of 2024, ARKO Parent commenced a multi-year transformation plan that includes the conversion of a meaningful number of ARKO Retail Sites to wholesale third-party dealer sites. Our sales team successfully converted 347 ARKO Retail Sites to third-party dealer sites from the beginning of 2024 through September 30, 2025 and is focused on converting additional sites in the future. Our sales team comprises employees of ARKO Parent’s wholesale business who will become our employees. As of September 30, 2025, ARKO Parent has an aggregate of approximately 185 sites committed for future conversion which are currently under letter of intent or contract or have been converted since the end of the quarter, with a further meaningful pipeline for conversion ahead. Following the completion of this offering, ARKO Parent will continue to operate a significant retail business.

Prospectus Summary

LOGO

Note: Statistics are cumulative based on year end for its respective period. Gallon data is displayed in millions of gallons of fuel sold.

Our Lines of Business

Gallons Sold and Site Count (mm)⁵:

LOGO

Includes immaterial gallons sold by GPMP to third-party dealers.

⁴

Excludes gallons sold by our non-reportable segments.

⁵

In July 2022, we added the Fleet Fueling segment to our business.

Prospectus Summary

LOGO

Wholesale Segment

Our Wholesale segment supplies fuel to gas stations operated by third-party dealers, sub-wholesalers, and bulk and spot purchasers on either a cost-plus, or consignment basis, the material terms of which are described below. For cost-plus fuel supply contracts, the dealer purchases the fuel from us, and we earn a fixed mark-up above our costs. Under consignment contracts, the Company owns the fuel product until sold to the final customer. Additionally, we generally retain any applicable prompt pay discounts and rebates we receive from our fuel suppliers. Historically, the majority of the fuel supply and consignment contracts with our dealers have been renewed at the end of their terms.

•

Fuel supply contracts. As of September 30, 2025, we had 1,757 sites under fuel supply contracts on a cost-plus basis. Our fuel supply contracts are generally exclusive supply agreements with an initial term of 10 years. As of September 30, 2025, the volume-weighted average remaining term for our cost-plus sites was approximately 5.2 years. In addition, we supply fuel, on a cost-plus basis, to a number of additional bulk and spot customers on a non-exclusive basis. The sales price to the dealer is determined according to the terms of the relevant contract, which typically reflects our total fuel costs plus the cost of transportation, taxes and our fixed margin. These terms limit our exposure to commodity price volatility. Furthermore, we generally retain any prompt pay discounts and rebates from our fuel suppliers. Our dealers are either (i) “lessee-dealers,” if the dealer leases the convenience store from us or (ii) “open-dealers,” if the dealer owns or leases the site from another party. Property control at the lessee-dealer sites provides us with value and flexibility, along with highly stable income streams. Because we control the underlying property, our relationships with lessee-dealers are generally more durable. Of the lessee-dealer sites, we lease 340 locations and own 106 locations.

•

Consignment contracts. As of September 30, 2025, we had 296 sites under consignment contracts. Under these arrangements, we own the fuel until the time of sale to the final customer at the dealer site, and the gross profit from the sale of fuel is allocated between us and the dealer based on the terms of the relevant contract. There are two possible methods of allocating profit under our consignment contracts: (i) gross profit is split based on a percentage; or (ii) we pay a fixed fee per gallon to the dealer and retain the remainder of the profit. Of the sites under consignment contracts, we lease 130 locations and own 52 locations. As of September 30, 2025, the volume-weighted average remaining term for our consignment sites was approximately 4.6 years.

Historically, the majority of growth within our Wholesale segment has been through acquisitions. We intend to continue to grow our business through strategic and accretive acquisitions of

Prospectus Summary

wholesale distribution businesses both within our existing area of operations and in new geographic areas. Our experienced M&A team continually evaluates attractive, synergistic opportunities. Our scale and the experience of our management team gives us the flexibility to pursue a wide range of opportunities from bolt-on acquisitions to large-scale transactions. The wholesale distribution industry is fragmented, with a majority of wholesale fuel distributors operating on a smaller scale. In recent years there has been substantial consolidation involving such smaller fuel distributors, which we expect will continue. We believe there is a considerable opportunity for us to be a driver of that consolidation in our industry.

In addition to growth through acquisitions and obtaining new dealers through our internal sales efforts, we expect to continue to grow through the conversion of ARKO Retail Sites under ARKO Parent’s multi-year transformation plan. During the nine months ended September 30, 2025, our Wholesale segment grew by 194 sites through the conversion of ARKO Retail Sites to third-party dealer sites as part of ARKO Parent’s multi-year transformation plan.

Key Wholesale segment highlights:

•

Historically stable fuel margins

•

Wholesale customers primarily operate under long-term, exclusive contracts

•

Historically stable cash flows and limited commodity price risk

•

The wholesale market is fragmented, and we believe ripe with potentially accretive acquisition opportunities that can be integrated by APC’s experienced M&A team

•

Benefits from our economy of scale and relationships with all the major oil companies

•

Limited ongoing maintenance capital expenditures have resulted in high conversion of EBITDA⁶ to Discretionary Cash Flow⁶

As of September 30, 2025, the Wholesale segment supplied fuel to 2,053 sites. For the year ended December 31, 2024, the Wholesale segment sold 949 million gallons of fuel, generating revenues of $2.8 billion, and fuel contribution of $90 million. For the nine-month period ended September 30, 2025, the Wholesale segment sold 740 million gallons of fuel, generating revenues of $2.09 billion, and fuel contribution of $70.5 million.

Fleet Fueling Segment

The Fleet Fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) that sell fuel (primarily diesel) to commercial fleets (including light industrial trucks and commercial vehicles) and municipal entities. The Fleet Fueling segment generates additional revenue through commissions from the sale of fuel at third-party locations to customers using our proprietary fuel cards, which are accepted at a nationwide network of more than 320,000 retail and private fueling sites, truck stops, maintenance providers and service locations.

We believe we are a leading national cardlock operator, and we have a strong presence in the East Coast, West Texas and New Mexico. Our cardlock sites are strategically located in high-traffic corridors and service a diverse base of commercial customers across multiple industries.

⁶

EBITDA and Discretionary Cash Flow are non-GAAP measures. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures.”

Prospectus Summary

Key Fleet Fueling segment highlights:

•

As of September 30, 2025, diesel fuel accounted for approximately 80% of our fleet fuel sales, which historically has generated more attractive margins relative to gasoline

•

On-site labor is unnecessary to run cardlocks, creating attractive site level economics

•

Sites present efficient site design, optimal location selection with a built-in customer base due to a high concentration of commercial businesses

•

New cardlock locations can offer high return, capital-efficient organic growth

•

Third-party cardlocks generate revenue, and we expect that there is room to grow the number of third-party cardlocks we supply through territorial expansion and moderate pricing power

•

The fleet fueling market is fragmented and we believe ripe with potentially accretive acquisition opportunities that can be integrated by APC’s experienced M&A team

As of September 30, 2025, the Fleet Fueling segment operated a total of 288 sites. For the year ended December 31, 2024, the Fleet Fueling segment sold 149 million gallons of fuel, generating revenues of $525 million, and fuel contribution of $64 million. For the nine-month period ended September 30, 2025, the Fleet Fueling segment sold 108 million gallons of fuel, generating revenues of $366 million, and fuel contribution of $49.8 million.

GPMP segment

Our GPMP segment includes the supply of fuel to substantially all of the ARKO Retail Sites at our cost of fuel (including taxes and transportation) plus a fixed margin (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter) with ARKO Parent receiving any prompt pay discounts and rebates. The sales to ARKO Retail Sites, similar to our Wholesale cost-plus arrangements, limit our exposure to commodity price volatility. In addition, our GPMP segment charges a fixed fee (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter) to certain of the ARKO Retail Sites that are not supplied by us. Our GPMP segment also includes inter-segment transactions for the sale of fuel to substantially all of our Wholesale locations at our cost of fuel (including taxes and transportation) plus a fixed margin (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter) and charges a fixed fee (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter) primarily to fleet fueling locations that are not supplied by our GPMP segment. All inter-segment transactions are eliminated in the combined financial statements included in this prospectus.

As of September 30, 2025, the GPMP segment supplied fuel to 1,158 ARKO Retail Sites. For the year ended December 31, 2024, the GPMP segment sold 1,023 million gallons of fuel to ARKO Retail Sites, generating from ARKO Retail Sites revenues of $3.0 billion and fuel contribution of $51 million. For the nine-month period ended September 30, 2025, the GPMP segment sold 661 million gallons of fuel to ARKO Retail Sites, generating from ARKO Retail Sites revenues of $1.79 billion and fuel contribution of $33 million.

Prospectus Summary

Our Business Strategies

Our primary business objective is to maintain and sustainably grow cash flows and to make increasing cash distributions to our stockholders over time by increasing gallons sold. We intend to accomplish these objectives by executing the following strategies:

•

Focus on Stable, Fee-based Activities that Provide Long-term Value for our Stockholders by:

•

Maintaining cash flow stability. We are committed to maintaining cash flow stability by continuing to enter into cost plus, long-term supply contracts, which generally minimize commodity price risk due to our predominantly cost-plus model.

•

Continuing to leverage our relationships with fuel suppliers. We intend to continue to leverage our strong relationships with major fuel suppliers to provide attractive fuel pricing to our customers, acquire additional wholesale distribution contracts with additional rebates.

•

Sustainably growing cash available for dividends to stockholders over time. Our primary goal is to maximize investor returns through cash distributions by continuing to grow fuel distribution volumes and maintaining a conservatively capitalized balance sheet with ample financial flexibility.

•

Leverage Our Relationship with ARKO Parent to Maintain and Grow Stable Cash Flows by:

•

Increasing our fuel distribution volumes by growing volumes of fuel sold at both existing and new-to-industry ARKO Retail Sites. ARKO Parent is a committed customer and has agreed to continue purchasing fuel from us as part of its ongoing supply needs through long-term contractual arrangements with us. ARKO Parent has recently begun investing its capital toward strategic sub-segments of its retail stores and new-to-industry sites, with a goal of increasing traffic and fuel gallons sold.

•

Increasing our fuel distribution volumes through supplying fuel to new sites acquired by ARKO Parent. ARKO Parent has a proven track record of acquiring and integrating sizeable packages of convenience stores, and we anticipate future ARKO Parent acquisitions will provide APC with an opportunity to capitalize on additional fuel volumes sold through new ARKO Retail sites.

•

Pursuing strategic acquisition opportunities with ARKO Parent. Given the ownership fragmentation across the fuel distribution and retail convenience store industries, we believe that there is considerable opportunity for us to capitalize on industry consolidation. We intend to capitalize on the relationship between our business and ARKO Parent’s complementary retail business by jointly pursuing acquisition opportunities. Acquisitions exclusive to ARKO Retail will still offer the opportunity for us to concurrently grow through the purchase of fuel distribution rights.

•

Expand Our Third-Party Wholesale Distribution and Fleet Fueling Businesses by:

•

Increasing our wholesale dealer network through recruitment of new dealers. We plan to continue to organically grow our Wholesale business by increasing the number of dealer locations. We benefit from a large-scale sales force of approximately 50 dedicated representatives actively pursuing new contracts and customers as an ordinary course of business expansion. We also offer the option for our dealers to participate in our Preferred Vendor Program (“PVP”), which allows our dealers to receive the benefit of more competitive group pricing from non-fuel vendors while also providing us rebates on purchases from selected vendors and making such dealer relationships stickier.

Prospectus Summary

•

Growing our Fleet Fueling business by increasing fuel volumes with existing commercial accounts and municipalities and growing our network of accounts. We plan to grow our high-margin Fleet Fueling segment through investing in targeted equipment upgrades and branding enhancements to drive volume growth at existing sites. Additionally, our in-house sales team will be focused on organically growing existing and new accounts at our existing cardlocks.

•

Expand our Fleet Fueling footprint by building new locations. We intend to leverage our experienced management team to identify attractive geographic markets for new-to-industry site development in both existing and new markets.

•

Executing attractive and accretive acquisitions and optimizing assets through effective integration. We have a strong track record of successfully acquiring and integrating smaller distributors and fleet fueling businesses that have expanded our market presence, operational scale and increased fuel volumes with fuel suppliers, with minimal additional back-office costs. Our experienced M&A team is continually evaluating opportunities, leveraging a breadth of industry relationships, our strong reputation, and a long track record of success in both wholesale and fleet fueling M&A. Our scale and the experience of our management team gives us the flexibility to pursue a wide range of acquisition opportunities from small bolt-on acquisitions to large-scale transactions. We believe acquiring incremental dealer and cardlock locations may enhance our scale benefits by lowering fuel purchasing costs and creating a business with an attractive margin profile.

•

Maintain a Conservative Capital Structure with Enhanced Financial Flexibility by:

•

Pursuing a conservatively capitalized balance sheet with disciplined financial policy. We plan to maintain a conservative balance sheet that provides ample liquidity and financial flexibility. Based on our revolving borrowing capacity under our Capital One Line of Credit (as defined below) and cash on hand, we had liquidity of $444 million as of December 31, 2024, consisting of approximately $25 million of cash and cash equivalents as of December 31, 2024, and approximately $418.7 million of availability under our Capital One Line of Credit. As of September 30, 2025, we had indebtedness of $389 million and $33 million cash on hand, resulting in a ratio of total debt, net to net income for the last twelve months of 12.1x and a Ratio of Net Debt to Adjusted EBITDA⁷ for the last twelve months of 3.4x. We are targeting what we believe to be a peer leading Ratio of Net Debt to Adjusted EBITDA of less than 2.5x immediately after giving effect to this offering and the application of the proceeds from this offering as described in “Use of Proceeds.” Based on our revolving borrowing capacity under our Capital One Line of Credit and cash on hand, we had liquidity of $451.7 million as of September 30, 2025, consisting of approximately $33.0 million of cash and cash equivalents and $418.7 million of unused availability under our $800 million Capital One Line of Credit.

Our Competitive Strengths

We believe that the following strengths will allow us to successfully execute our business strategies:

•

Experienced management team with an extensive track record of growth. We believe our management team’s significant industry experience is a differentiated competitive advantage. The members of our management team have over 100 years of combined experience in the convenience store and fuel distribution industry.

⁷

Net Debt, Adjusted EBITDA and Ratio of Net Debt to Adjusted EBITDA are non-GAAP measures. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures.”

Prospectus Summary

•

Relationship with ARKO Parent. One of our key strengths is our relationship with ARKO Parent, which provides us with valuable scale advantages, growth opportunities, and a growing customer network, including 2.39 million enrolled members in its fas REWARDS^® loyalty program, which is available in all ARKO Retail Sites and offers members in store exclusive promotional pricing, in-app member only deals and the ability to earn points that can be redeemed for either fuel or merchandise savings. We believe that ARKO Parent will be incentivized to grow our business because of its significant economic interest in us as our majority stockholder. Moreover, we believe that the relationship between our wholesale business and ARKO Parent’s complementary retail business fosters a mutually beneficial commercial relationship that allows us and ARKO Parent to benefit from our combined economies of scale and purchasing power.

•

Significantly scaled operations. We are one of the largest wholesale fuel distributors in the U.S. and believe we are uniquely positioned to gain market share in a highly fragmented market. We are also able to leverage our scale to enhance efficiencies, including capturing competitive pricing terms and offering multiple fuel branding options for our customers through our strong relationships with our major fuel supply partners such as: BP, ExxonMobil, Marathon, Motiva, Shell, and Valero. We believe that the variety of branded and unbranded motor fuel that we distribute is a key competitive advantage over many other wholesale fuel distributors. As an independent wholesale distributor with strong relationships with a diverse group of major oil companies, we are able to tailor our distribution of specific brands to dealers in geographic regions with demonstrated brand preferences.

•

Ability to source, integrate and optimize acquisitions. Our strong industry relationships and ability to source and execute accretive acquisitions have allowed us to identify and negotiate transactions on attractive terms, which we expect to continue. Furthermore, we have successfully extracted synergies after integration by reducing overhead costs and leveraging our economies of scale.

•

Conservatively capitalized balance sheet and strong liquidity profile. We have a strong and conservative financial position that allows us to effectively allocate capital, organically grow our volume of fuel distributed, and pursue opportunistic and accretive acquisitions to support our primary objective of providing long-term value to our stockholders via the maximization of cash distributions.

Summary of Conflicts of Interest with ARKO Parent

While our relationship with ARKO Parent is a significant strength, it is also a source of potential conflicts. Potential conflicts may arise between ARKO Retail and us in a number of areas relating to our strategic relationship, including but not limited to the nature, quality, and pricing of services ARKO Parent has agreed to provide us, and any new commercial arrangements between ARKO Parent and us in the future. The resolution of any potential conflicts or disputes between ARKO Parent and us may be less favorable to us than the resolution we might achieve if we were dealing with an unaffiliated third party. We expect to address any such conflicts by requiring specific matters that our Board of Directors believes may involve conflicts of interest to be reviewed and approved by our independent Conflicts Committee. Additionally, we expect a majority of our directors will also be directors of ARKO Parent, and our amended and restated certificate of incorporation will provide that we renounce any interests or expectancy in corporate opportunities which become known to (i) any of our directors, officers, managers, employees or agents who also are directors, officers, employees, agents or affiliates of ARKO Parent or its affiliates (except that we and our subsidiaries will not be deemed affiliates of ARKO Parent or its affiliates for the

Prospectus Summary

purposes of the provision) or (ii) ARKO Parent or its affiliates. For a more detailed description of such conflicts of interest and the related risks, see “Risk Factors—Risks Related to the Transactions and our Governance Relationship with ARKO Parent,” “Certain Relationships and Related Party Transactions” and “Description of Capital Stock—Conflicts of Interest.”

The Transactions

Prior to this offering, ARKO Parent will transfer certain real estate and equipment assets to the Contributed Businesses. In connection with the closing of this offering, we and ARKO Parent will complete a series of transactions whereby ARKO Parent will (i) transfer certain additional real estate and equipment assets to the Contributed Businesses, along with assigning, leasing or subleasing the leasehold interest in certain properties, (ii) contribute all of the issued and outstanding equity interests in the Contributed Businesses to us such that the Contributed Businesses will be our wholly owned subsidiaries, (iii) enter into, or amend, various agreements with us, including agreements pursuant to which our GPMP segment will be the exclusive supplier of motor fuel to ARKO Retail Sites (see “Business”), (iv) amend and restate our certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock, with the holders of our Class A common stock entitled to one vote per share and the holders of our Class B common stock entitled to five votes per share, in each case on all matters submitted to a vote of our stockholders, and provide that shares of Class B common stock may only be owned by ARKO Parent and its affiliates (other than us), and (v) we will issue a wholly owned subsidiary of ARKO Parent 35,000,000 shares of Class B common stock, representing 76.9% of the economic interests in us and 94.3% of the combined voting power of our Class A common stock and Class B common stock (or 74.3% of the economic interests in us and 93.5% of the combined voting power of our Class A common stock and Class B common stock if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full). Additionally, in connection with such transactions, certain of the ARKO Parent subsidiaries contributed to us will transfer to ARKO Parent certain real estate assets not related to the ongoing operations of the Contributed Businesses and we will enter into certain subleases, as the sublessee, and master leases, as cotenant or a sublessee, with ARKO Parent for the sites on which we operate.

We collectively refer to the foregoing transactions, this offering, as the “Transactions.”

Immediately following the completion of the Transactions, ARKO Petroleum Corp. will be a holding company and its principal assets will be ARKO Parent’s Wholesale and Fleet Fueling businesses and the supply of fuel to ARKO Retail Sites.

Following the Transactions, ARKO Parent will hold 94.3% of the total voting power of both classes of our common stock outstanding after this offering (or 93.5% of the total voting power of both classes of our common stock if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full) and will therefore have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions. See “—Controlled Company Status.”

Corporate Structure

The following diagram sets forth a simplified view of our corporate structure after giving effect to the completion of the Transactions, including this offering. This chart is for illustrative purposes only and does not represent all legal entities affiliated with ARKO Petroleum.

Prospectus Summary

LOGO

GPM Petroleum LP, its general partner and operating subsidiary are not guarantors under ARKO Parent’s Senior Notes. See “Description of Certain Indebtedness” for additional information on our and ARKO Parent’s debt instruments and the parties thereto.

GPM RE LP, holds fee simple interest in most of our owned real estate.

Prospectus Summary

Corporate Information

ARKO Petroleum is a Delaware corporation and was incorporated on July 2, 2025. ARKO Petroleum’s principal executive offices are located at 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227-1150 and its phone number is (804) 730-1568. ARKO Petroleum’s website can be found at www.arkopetroleum.com. The information contained on or accessible through ARKO Petroleum’s website is not incorporated into, and does not form a part of, this prospectus.

Our Industry

The U.S. fuel distribution industry is an advantaged industry for multiple reasons, including the resiliency of fossil fuel demand across economic cycles, the insulation from commodity fluctuations via an ability to pass cost increases through to consumers, the varied and diverse customer use cases, the contractual nature of customer contracts and the high-level of fragmentation in the industry. Our position in the industry is bolstered by our relationship with ARKO Parent, as well as our substantial scale and number of customers.

The wholesale motor fuel industry consists of sales of branded and unbranded gasoline and on-highway diesel to retail gas station operators and other wholesale distributors. We play an important role in the energy value chain as we provide smaller fueling station operators with access to major oil companies and independent refining companies. In many cases, these operators gain access to fuel products from major oil company branded fuel and associated imaging programs (branded fuel canopies, fueling equipment and loyalty programs), which enable them to compete more effectively with larger chains. As an alternative, independent station operators may choose to create their own fuel brand offering, in which case we are likely able to supply them with fuel products at lower prices than they would otherwise be able to obtain on their own.

In general, the price of motor fuels is influenced by crude oil prices, refining and transportation costs, and other factors, such as certain regulations and taxes, which vary from state to state. Wholesale distributors purchase branded and unbranded motor fuels from integrated oil companies and refiners and take delivery of the purchased motor fuel at a distribution terminal. The price at which a wholesale distributor generally purchases motor fuel is referred to as the “rack” price, which includes the seller’s profit on the motor fuel. While certain geopolitical events, inclement weather and other factors can quickly disrupt the supply and price of crude oil or refined petroleum products, the impact on wholesale motor fuel prices may be delayed by several days or weeks. We sell motor fuels to our customers at prices that represent our cost of motor fuels plus a profit margin, helping to insulate us from commodity price risk per gallon.

The U.S. wholesale motor fuel distribution industry is intensely competitive. We compete with other fuel resellers and oil companies that market fuel directly to petroleum distributors and retailers. In the Fleet Fueling segment, we also compete against onsite delivered fuel companies; however, we believe that our large cardlock network and fleet fueling cards provide a competitive advantage. We compete, among other things, on the basis of price, service, and reliability. Today, our standing as a top ten independent fuel distributor by volume in the U.S. enables us to obtain attractive pricing and terms from fuel suppliers and thereby confers a pricing advantage as compared to smaller competitors. In addition, our scale, sophistication, access to numerous suppliers and supply points, as well as our robust energy logistics infrastructure ensure that we have

Prospectus Summary

competitive access to supply in periods of disruption, enhancing our ability to serve as a reliable supply partner to our customers.

The U.S. fuel distribution industry is highly fragmented, characterized by a large number of relatively small, independently owned and operated local distributors, which provides us with potentially attractive acquisition opportunities as well as a competitive advantage due to our scale. According to First Research, there are approximately 6,700 domestic wholesale fuel distributors, reflecting the fragmented nature of our industry. Additionally, the largest distributor has only an 8% market share. As a historically active acquiror of retail and wholesale fuel distributors, our M&A sourcing and integration capabilities serve as a point of strength as we observe an industry will have ample, highly strategic acquisition targets.

U.S. consumption of gasoline and distillate fuels has shown long term stability. In 2024, 194.8 billion gallons of gasoline and diesel fuel were supplied in the U.S. Excluding COVID-19 effects in 2020, volumes have remained between 8.7 to 9.3 million barrels per day of gasoline⁸ and 3.7 to 4.2 million barrels per day of distillate fuels⁹ since 2010, according to the U.S. Energy Information Administration (“EIA”). Moreover, the 2024 aggregate consumption returned to 94.4% of its pre-COVID peak in 2018, despite lingering work-from-home trends, improving vehicle fuel efficiency, and growing electric vehicle (“EV”) sales. Internal combustion engines continue to comprise the vast majority of vehicles on the road and new vehicles sold, with EVs projected to hold just a 26% share of vehicles on the road by 2035.¹⁰ Fueling stations have demonstrated the adaptability to evolve with consumer preferences and serve both traditional combustion engines and other types, including EVs as well as hybrids. Within this changing landscape, there is significant whitespace for growth, particularly for companies with an established market presence, proven adaptability to market demands, and operational scale.

⁸

EIA. U.S. Product Supplied of Finished Motor Gasoline (Thousand Barrels per Day). Sourcekey: MGFEXUS2

⁹

EIA. U.S. Product Supplied of Distillate Fuel Oil (Thousand Barrels per Day). Sourcekey: MDIUPUS2

¹⁰

Edison Electric Institute. Electric Vehicle Sales and the Charging Infrastructure Required Through 2035 Report. October 2, 2024.

Prospectus Summary

Change in Vehicle Miles Traveled (VMT) vs. Gasoline Demand YoY

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Source: FRED & EIA.

Total U.S. product supplied of finished motor gasoline has remained stable for years. Additionally, annual vehicle miles traveled in the U.S. has experienced steady growth, reflecting continued reliance on personal and commercial transportation. Motor gasoline is expected to remain a critical source over the next 20+ years, bolstered by recent shifts in the automotive landscape. Major manufacturers are scaling back previously announced electric vehicle initiatives as internal combustion engine vehicles are recapturing favor among consumers. Meanwhile, the total U.S. car parc has increased by over 70 million since 2000. Within this landscape, there is significant whitespace for growth, particularly for companies with strong market positioning and operational scale, further supporting sustained fuel demand. We are well-positioned within this environment with exposure to key growth markets across the country.

Prospectus Summary

Gasoline and Diesel Supply (Millions of Gallons/Day)

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Source: EIA.

As shown in the map below, the United States is divided into five Petroleum Administration Defense Districts or “PADDs.” APC’s suppliers and customers are mostly located in PADD 1 (East Coast), 2 (Midwest), and 3 (Gulf Coast). PADD 1 consists of 7 operating refineries that can handle 0.9MMbpd of crude oil and represent 35% of total U.S. gasoline consumption. PADD 2 consists of 25 operating refineries that can handle 4.2MMbpd of crude oil and represent 29% of total U.S. gasoline consumption. PADD 3 consists of 59 operating refineries that can handle 10.1MMbpd of crude oil and represent 16% of total U.S. gasoline consumption. According to the EIA, the U.S. consumes 20.3 million barrels of refined petroleum products per day, with 8.9 million being gasoline.

Prospectus Summary

APC Footprint by PADD

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Source: Company Data as of 9/30/2025.

Recent Developments

Preliminary Estimated Unaudited Results for the Three Months and Year ended December 31, 2025

We are providing estimates of our preliminary unaudited results for the three months and year ended December 31, 2025. We currently expect that our final results will be consistent with the estimates set forth below, but such estimates are preliminary and our final results could differ from these estimates upon completion of our financial closing procedures due to final adjustments and developments that may arise between now and the time our financial statements for the year ended December 31, 2025 are issued. For example, during the course of the preparation of our financial statements and related notes, additional items that would require adjustments to the preliminary estimated financial information presented below may be identified. These estimates should not be viewed as a substitute for full interim financial statements or full audited financial statements prepared in accordance with GAAP, which will not be filed until after this offering is completed.

Grant Thornton LLP, our independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures on this preliminary financial information and, accordingly, does not express an opinion or other form of assurance with respect to this preliminary financial information. There can be no assurance that our final results will not differ from this preliminary financial information. Any such changes could be material. Therefore, you should not place undue reliance on these preliminary numbers or assume that they are indicative of what our results for the periods presented will be.

EBITDA and Adjusted EBITDA are non-GAAP financial measures and are not intended to replace financial performance measures determined in accordance with GAAP, such as net income. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for, or an alternative to, net income or any other financial measure calculated in

Prospectus Summary

accordance with GAAP. For a description of how we define EBITDA and Adjusted EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures.”


				For the Three Months Ended December 31, 2025									For the Year Ended December 31, 2025
	For the Three Months Ended December 31, 2024			Low Estimate			High Estimate			For the Year Ended December 31, 2024			Low Estimate			High Estimate
	Actual									Actual
	(in millions)
Net income	$	7.5		$	4.1		$	7.4		$	40.2		$	28.8		$	32.1
Interest and other financing expenses, net		9.9			11.1			11.1			36.7			42.1			42.1
Income tax expense		2.1			1.5			3.3			15.1			10.0			11.8
Depreciation and amortization		12.6			15.2			13.2			46.1			55.8			53.8

EBITDA		32.1			31.9			35.0			138.1			136.7			139.8
Acquisition costs (a)		—			0.1			0.1			0.1			0.5			0.5
Initial public offering costs (b)		—			0.9			0.9			—			0.9			0.9
Loss on disposal of assets and impairment charges (c)		2.1			1.9			1.9			0.8			4.6			4.6
Share-based compensation expense (d)		0.4			0.4			0.4			0.9			1.0			1.0
Taxes (received) paid in arrears (e)		—			0.1			0.1			(0.6	)		0.2			0.2
Adjustment to contingent consideration (f)		1.0			(0.4	)		(0.4	)		—			(2.2	)		(2.2	)
Other (g)		(0.1	)		0.5			0.4			(0.1	)		0.3			0.2

Adjusted EBITDA	$	35.5		$	35.4		$	38.4		$	139.2		$	142.0		$	145.0

Fuel gallons sold		524.7			489.6			489.6			2,131.7			2,005.8			2,005.8

(a)

Eliminates costs incurred that are directly attributable to business acquisitions and salaries of employees whose primary job function is to execute our acquisition strategy and facilitate integration of acquired operations.

(b)

Eliminates costs incurred related to this offering.

(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 in place to incentivize, retain, and motivate our employees.

(e)

Eliminates the receipt and payment 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 2020 Empire Acquisition (as defined herein).

(g)

Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance.

Prospectus Summary

Controlled Company Status

For purposes of the Nasdaq rules, we are a “controlled company,” meaning a listed company over which more than 50% of the total voting power is held by an individual, group or another company.

ARKO Parent will hold 94.3% of the total voting power of both classes of our common stock outstanding after this offering (or 93.5% of the total voting power of both classes of our common stock if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full) and will therefore have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions (see “Risk Factors—Risks Related to the Transactions and our Governance Relationship with ARKO Parent—ARKO Parent controls our Company and will have the ability to control the direction of our business”). As a result of the voting power held by ARKO Parent, we are eligible for exemptions from certain Nasdaq corporate governance requirements.

Under these rules, a controlled company may elect to be exempt from certain corporate governance requirements. We do not currently expect or intend to avail ourselves of the exemptions available for controlled companies under Nasdaq rules. However, our decision not to rely on the “controlled company” exemptions could change. As a result, you may in the future not have the same protection afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. See “Management—Controlled Company Exemptions” and “Risk Factors—Risks Related to Ownership of our Class A Common Stock and this Offering—We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and may in the future rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

Summary of Principal Risk Factors

Investing in our Class A common stock involves risks. You should carefully consider the risks described in “Risk Factors” beginning on page 35 before making a decision to invest in our Class A common stock. If any of these risks actually occur, our business, financial condition and results of operations would likely be materially adversely affected. In such case, the trading price of our Class A common stock would likely decline, and you may lose all or part of your investment. Set forth below is a summary of some of the principal risks we face:

•

The wholesale motor fuel distribution industry and the fleet fueling business are characterized by intense competition and fragmentation, and our failure to effectively compete could adversely affect our business, financial condition and results of operations;

•

Our business could be adversely affected by sustained inflationary pressures which may decrease our operating margins and increase working capital investments required to operate our business;

•

Significant changes in demand for fuel-based modes of transportation and for trucking services could materially adversely affect our business;

•

We depend on several principal suppliers for our fuel purchases and third-party transportation providers for the transportation of most of our motor fuel. A failure by a principal supplier to renew its supply agreement, a disruption in supply, a significant change in supplier relationships or a significant incident related to a supplier could have a material adverse effect on our business and results of operations;

Prospectus Summary

•

A significant portion of our revenue is generated under fuel supply agreements with dealers that must be renegotiated or replaced periodically. If we are unable to successfully renegotiate or replace these agreements, then our results of operations and financial condition could be adversely affected;

•

If our acquisitions are not on economically acceptable terms, or if our acquisitions do not perform as we expect, our future growth may be negatively impacted;

•

The distribution, transportation and storage of motor fuels is subject to environmental protection and operational safety laws and regulations, business interruptions and inherent hazards and risks that may expose us, our customers or suppliers, to significant costs and liabilities, which could have a material adverse effect on our business;

•

We are subject to extensive tax liabilities imposed by multiple jurisdictions that potentially have a material adverse effect on our financial condition and results of operations;

•

The loss of key senior management personnel or the failure to recruit or retain qualified senior management personnel could materially adversely affect our business;

•

Significant disruptions of information technology systems, breaches of data security or other cybersecurity incidents, or compromised data could materially adversely affect our business;

•

We will remain a restricted subsidiary and guarantor under the Senior Notes Indenture (as defined herein) upon completion of this offering and will be subject to various covenants under such indenture, which may adversely affect our operations;

•

The agreements governing our indebtedness contain various restrictions and financial covenants that may restrict our business and financing activities;

•

Our level of indebtedness, together with ARKO Parent’s indebtedness, the terms of our and its borrowings and any future ARKO Parent credit ratings could adversely affect our ability to grow our business, our ability to make cash distributions to our stockholders and our credit ratings and profile;

•

Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, operating results and financial condition;

•

ARKO Parent controls our Company and will have the ability to control the direction of our business;

•

ARKO Parent’s interests may conflict with our interests and the interests of our other stockholders. Conflicts of interest or disputes between ARKO Parent and our Company could be resolved in a manner unfavorable to our Company and our other stockholders;

•

The services that ARKO Parent will provide to us following the initial public offering may not be sufficient to meet our needs, which may result in increased costs and otherwise adversely affect our business;

•

If ARKO Parent terminates the Management Services Agreement, or defaults in the performance of its obligations under such agreement, we may be unable to contract with a substitute service provider on similar terms, or at all;

•

We may have received better terms from unaffiliated third parties than the terms we will receive in our arrangements with ARKO Parent;

•

Certain of our related party agreements limit ARKO Parent’s liability and obligations to us;

•

ARKO Parent may compete with us;

Prospectus Summary

•

We have no operating history as a separate public company, and our historical financial information is not necessarily representative of the results we would have achieved as a separate public company and may not be a reliable indicator of our future results;

•

There has been no public market for our Class A common stock prior to this offering, and the trading price of our Class A common stock may be volatile;

•

The continued concentrated ownership of our common stock could depress our Class A common stock price;

•

We cannot predict the effect our multi-class structure may have on the market price of our Class A common stock;

•

Future sales or distributions of shares of our Class A common stock by ARKO Parent could depress our Class A common stock price, impact our operations or result in a change in control of us;

•

We are a holding company and our only material asset after completion of this offering will be our interests in our subsidiaries, and we are accordingly dependent upon distributions from our subsidiaries to pay dividends and taxes and other expenses;

•

We cannot guarantee the payment of any quarterly dividends on our common stock, or the timing or amount of any such dividends;

•

Certain provisions in our amended and restated certificate of incorporation or our debt facilities may discourage, delay or prevent a change in control or prevent an acquisition of our business at a premium price; and

•

Since we are deemed to be a controlled company within the meaning of the rules of Nasdaq, we qualify for, and may in the future rely on, exemptions from certain corporate governance requirements, and investors will not have the same protections afforded to stockholders of companies that are subject to such requirements.

The Offering

Shares of Class A Common Stock Offered by Us

10,500,000 shares of Class A common stock (or 12,075,000 shares of Class A common stock if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full).

Shares of Class A Common Stock to be Outstanding after this Offering

Over-allotment Option to Purchase Additional Shares of Class A Common Stock

We have granted the underwriters an option to purchase up to an additional 1,575,000 shares of Class A common stock from us. The underwriters may exercise this option at any time within 30 days following the date of this prospectus.

Shares of Class B Common Stock Outstanding after this Offering

35,000,000 shares of our Class B common stock, all of which will be beneficially owned by ARKO Parent.

Use of Proceeds

We estimate that the net proceeds from the sale of our Class A common stock in this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $184.0 million (or $211.8 million if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full) based on an assumed initial public offering price of $19.00 per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus).

We intend to use these net proceeds from this offering to repay certain indebtedness and for general corporate purposes. See “Description of Certain Indebtedness” and “Use of Proceeds.”

The Offering

Conflicts of Interest

Because certain affiliates of Raymond James & Associates, Inc. and Capital One Securities, Inc. are lenders under the GPMP Capital One Credit Facility (as defined below) and will receive 5% or more of the net proceeds of this offering due to the repayment of borrowings under the GPMP Capital One Credit Facility, Raymond James & Associates, Inc. and Capital One Securities, Inc., each an Underwriter in this offering, are deemed to have a “conflict of interest” under Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, this offering will be conducted in compliance with the requirements of FINRA Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. UBS Securities LLC has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. UBS Securities LLC will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify UBS Securities LLC against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. See “Use of Proceeds” and “Underwriting (Conflicts of Interest)” for additional information.

Voting Rights; Controlled Company

The holders of our Class A common stock will be entitled to one vote per share and the holders of our Class B common stock will be entitled to five votes per share, in each case on all matters submitted to a vote of our stockholders. Holders of shares of our Class A common stock and Class B common

The Offering

stock will vote together as a single class on all matters requiring approval by our common stockholders unless otherwise required by law. For a description of the rights of the holders of our Class A common stock, see the section entitled “Description of Capital Stock—Class A Common Stock.”

ARKO Parent, as the beneficial owner of 100% of the outstanding shares of our Class B common stock, which will represent 94.3% of the combined voting power of our Class A common stock and Class B common stock and 76.9% of the economic interests in us (or 93.5% of the combined voting power of our Class A common stock and Class B common stock and 74.3% of the economic interests in us if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full), will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. See the sections entitled “Principal Stockholders” and “Description of Capital Stock.”

Additionally, upon completion of this offering we will be a “controlled company” within the meaning of the corporate governance rules of Nasdaq; however, we do not currently expect or intend to rely on the “controlled company” exemptions from certain corporate governance requirements. See “Management—Controlled Company Exemptions” and “Risk Factors—Risks Related to Ownership of our Class A Common Stock and this Offering—We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and may in the future rely on, exemptions from certain corporate governance requirements. You will not have

The Offering

the same protections afforded to stockholders of companies that are subject to such requirements.”

Cash Dividend Policy

Upon completion of this offering, we intend to pay a regular quarterly dividend to holders of our Class A and Class B common stock of $0.50 per share of common stock (or $2.00 per share on an annualized basis), which amount may be changed in the future without advance notice. Our ability to pay a regular quarterly dividend is subject to various restrictions and other factors described in more detail under the caption “Cash Dividend Policy.”

We expect to pay a quarterly dividend on or about the 60th day following the expiration of each of the first three fiscal quarters and on or about the 80th day following the fourth fiscal quarter to holders of our common stock of record on or about the 11th day preceding the applicable payment date. With respect to our first dividend payable on April 21, 2026, we intend to pay a pro-rated dividend of $0.26 per share of common stock.

We believe, based on our financial forecast and related assumptions included in “Cash Dividend Policy—Estimated Discretionary Cash Flow for the Year ending December 31, 2026,” that we will generate sufficient Discretionary Cash Flow to support a quarterly distribution of $0.50 per share of common stock (or $2.00 per share on an annualized basis). However, we do not have a legal obligation to declare or pay dividends at such quarterly dividend level or at all. See “Cash Dividend Policy.”

Risk Factors

Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” and elsewhere in this prospectus.

The Offering

Directed Share Program

At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale, at the initial public offering price, to certain individuals associated with us through a directed share program, including our directors, officers, employees and other individuals we identify. The number of shares of our Class A common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. See “Underwriting (Conflicts of Interest)—Directed Share Program.”

Stock Exchange Listing

We have applied to list our Class A common stock on Nasdaq under the symbol “APC.”

Unless otherwise noted, references in this prospectus to the number of shares of our common stock outstanding after this offering exclude (ii) 2,275,000 shares of our Class A common stock reserved for issuance under the ARKO Petroleum Corp. 2026 Incentive Compensation Plan (the “2026 Plan”), which was adopted prior to this offering and (ii) 35,000,000 shares of our Class A common stock reserved for issuance upon the subsequent conversion of our Class B common stock that will be immediately outstanding after this offering, as described in further detail below. See “Executive Compensation—ARKO Petroleum Corp. 2026 Incentive Compensation Plan” for additional information regarding our equity incentive plan.

Unless we indicate otherwise or unless the context otherwise requires, all information in this prospectus:

•

assumes no exercise of the underwriters’ over-allotment option to purchase additional shares of Class A common stock;

•

gives effect to the completion of the Transactions and our amended and restated bylaws, which will become effective immediately prior to the consummation of this offering; and

•

assumes an initial public offering price of $19.00 per share, the midpoint of the estimated public offering price range on the cover page of this prospectus.

Summary Condensed Combined Financial and Other Data

The following tables set forth certain summary historical condensed combined financial data of the Contributed Businesses as of December 31, 2024, 2023 and 2022 and for each of the fiscal years ended December 31, 2024, 2023 and 2022, and as of September 30, 2025 and 2024 and for the nine months ended September 30, 2025 and 2024. The Contributed Businesses are the predecessor of ARKO Petroleum for financial reporting purposes. The summary historical financial data included below should be read together with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Contributed Businesses’ audited combined financial statements, and related notes thereto, and unaudited condensed combined financial statements, and the related notes thereto, included elsewhere in this prospectus. The financial data of the Contributed Businesses includes allocations of certain operating and corporate expenses from ARKO Parent determined based on what management considered to be the most reasonable reflection of Contributed Businesses’ expenses for the periods presented.

The summary historical financial data as of December 31, 2024, 2023 and 2022 and for each of the fiscal years ended December 31, 2024 have been derived from the audited combined financial statements of the Contributed Businesses. The summary unaudited historical condensed combined financial data as of September 30, 2025 and 2024 and for the nine months ended September 30, 2025 and 2024 have been derived from the Contributed Businesses’ unaudited condensed combined financial statements. The financial data presented for the interim periods are not necessarily indicative of the results for the full fiscal year.

The summary historical financial and other data of ARKO Petroleum has not been presented as ARKO Petroleum is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

Summary Condensed Combined Financial and Other Data


Statement of Operations Data:	For the Nine Months Ended September 30,						For the Year Ended December 31,
Statement of Operations Data:	2025			2024			2024			2023			2022
	(in thousands, except per gallon data)
Revenues:
Fuel revenue	$	2,433,254		$	2,573,920		$	3,351,366		$	3,607,451		$	3,515,573
Fuel revenue—related party		1,787,503			2,313,319			2,964,304			3,313,404			3,542,798
Other revenues, net		44,587			28,939			40,212			35,805			26,686
Other revenues, net—related party		9,555			8,592			11,857			11,361			490

Total revenues		4,274,899			4,924,770			6,367,739			6,968,021			7,085,547
Operating expenses:
Fuel costs		2,309,955			2,454,650			3,192,358			3,454,484			3,387,362
Fuel costs—related party		1,754,463			2,274,461			2,913,130			3,260,225			3,492,677
Site operating expenses, including allocated expenses		72,765			60,161			81,337			74,916			47,009
General and administrative expenses, including allocated expenses		32,078			32,433			42,702			41,834			31,907
Depreciation and amortization, including allocated expenses		40,553			33,529			46,087			44,155			32,522

Total operating expenses		4,209,814			4,855,234			6,275,614			6,875,614			6,991,477

Other expenses (income), net		923			(2,966	)		123			2,874			1,231

Operating income		64,162			72,502			92,002			89,533			92,839
Interest and other financial expenses, net including allocated expenses		(31,029	)		(26,793	)		(36,677	)		(35,064	)		(14,480	)

Income before income taxes		33,133			45,709			55,325			54,469			78,359
Income tax expense		(8,472	)		(13,033	)		(15,108	)		(12,890	)		(19,212	)

Net income	$	24,661		$	32,676		$	40,217		$	41,579		$	59,147

Less: Net income attributable to non-controlling interests		—			—			—			197			231

Net income attributable to ARKO Petroleum Corp.	$	24,661		$	32,676		$	40,217		$	41,382		$	58,916

Balance Sheet Data (at period end):
Cash and cash equivalents	$	32,993		$	14,592		$	25,086		$	17,106		$	12,079
Property and equipment, net		227,576			178,451			198,036			179,268			151,058
Total assets		1,246,501			1,030,492			1,085,670			1,016,177			870,506
Total debt, including current maturities		388,965			380,778			382,188			337,809			259,424
Total liabilities		1,203,195			961,199			1,020,100			909,714			743,381
Total net investment		43,306			69,293			65,570			106,463			127,125
Cash Flows Data:
Net cash provided by (used in):
Operating activities	$	63,172		$	71,660		$	106,757		$	58,803		$	75,974
Investing activities		(13,346	)		(5,107	)		(9,440	)		(79,646	)		(54,306	)
Financing activities		(42,174	)		(69,067	)		(89,082	)		25,399			(9,118	)
Other Financial and Operating Data:
Adjusted EBITDA (1)	$	106,637		$	103,721		$	139,167		$	137,295		$	126,880
Discretionary Cash Flow (1)	$	67,790		$	59,395		$	79,868		$	86,519		$	94,381
Fuel gallons sold		855,391			829,830			1,108,255			1,119,484			964,542
Fuel gallons sold—related party		660,800			777,160			1,023,480			1,063,580			1,002,420
Fuel gallons sold—total		1,516,191			1,606,990			2,131,735			2,183,064			1,966,962
Fuel margin, cents per gallon (2)		14.4			14.4			14.3			13.7			13.3
Fuel margin, cents per gallon—related party (2)		5.0			5.0			5.0			5.0			5.0
Fuel margin, cents per gallon—total (2)		10.3			9.8			9.9			9.4			9.1

(1)

Adjusted EBITDA and Discretionary Cash Flow are non-GAAP financial measures presented as supplemental measures of our financial performance and liquidity, respectively. We define 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,

Summary Condensed Combined Financial and Other Data

and other unusual or non-recurring charges. Management uses Adjusted EBITDA for operational and financial decision-making and believes these measures are useful in evaluating our performance because they eliminate certain items that we do not consider indicators of our operating performance. Adjusted EBITDA should not be considered as a substitute for net income or any other financial measure presented in accordance with GAAP. We define 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 income (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 we and third parties, such as industry analysts, investors, lenders, rating agencies and others, use to assess our ability to internally fund our acquisitions, pay distributions, and service or incur additional debt. We believe that the presentation of Discretionary Cash Flow provides useful information to investors, securities analysts, and other interested parties for evaluating our liquidity. Discretionary Cash Flow should not be considered as a substitute for net cash provided by operating activities, the most directly comparable GAAP measure, or any other financial measure presented in accordance with GAAP. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Financial Measures.”

(2)

Calculated as fuel revenue less fuel costs divided by fuel gallons sold.

The following table contains a reconciliation of (i) net income to EBITDA and Adjusted EBITDA and (ii) net cash provided by operating activities to Discretionary Cash Flow for the nine months ended September 30, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022.


	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2025			2024			2024			2023			2022
	(in thousands)
Net income	$	24,661		$	32,676		$	40,217		$	41,579		$	59,147
Interest and other financing expenses, net		31,029			26,793			36,677			35,064			14,480
Income tax expense		8,472			13,033			15,108			12,890			19,212
Depreciation and amortization		40,553			33,529			46,087			44,155			32,522

EBITDA		104,715			106,031			138,089			133,688			125,361
Acquisition costs (a)		379			72			79			2,557			3,075
Loss (gain) on disposal of assets and impairment charges (b)		2,618			(1,318	)		811			1,046			360
Share-based compensation expense (c)		605			535			876			608			288
Fuel and franchise taxes received in arrears (d)		—			(601	)		(601	)		—			—
Adjustment to contingent consideration (e)		(1,816	)		(998	)		(20	)		(604	)		(2,204	)
Other (f)		136			—			(67	)		—			—

Adjusted EBITDA	$	106,637		$	103,721		$	139,167		$	137,295		$	126,880

Net cash provided by operating activities	$	63,172		$	71,660		$	106,757		$	58,803		$	75,974
Changes in operating assets and liabilities		6,452			(7,134	)		(20,659	)		31,547			17,327
Maintenance capital expenditures (g)		(4,163	)		(4,451	)		(6,152	)		(5,801	)		(4,040	)
Acquisition costs (a)		379			72			79			2,557			3,075
Amortization of deferred income net of prepaid to related party		4,823			1,883			2,663			1,407			1,951

Summary Condensed Combined Financial and Other Data


	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2025			2024			2024			2023			2022
	(in thousands)
Fuel and franchise taxes received in arrears (d)		—			(601	)		(601	)		—			—
Charges to allowance for credit losses	$	(820	)	$	(653	)	$	(755	)	$	(1,163	)	$	(525	)
Non-cash rent expense (income) (h)		(2,180	)		(1,376	)		(2,033	)		(1,319	)		456
Other (i)		127			(5	)		569			488			163

Discretionary Cash Flow	$	67,790		$	59,395		$	79,868		$	86,519		$	94,381

Adjusted EBITDA	$	106,637		$	103,721		$	139,167		$	137,295		$	126,880
Cash received for interest		409			157			296			16			43
Cash paid for interest and allocated interest		(29,139	)		(27,681	)		(36,975	)		(30,215	)		(12,285	)
Cash paid for taxes		(5,954	)		(12,351	)		(16,468	)		(14,776	)		(16,217	)
Maintenance capital expenditures (g)		(4,163	)		(4,451	)		(6,152	)		(5,801	)		(4,040	)

Discretionary Cash Flow	$	67,790		$	59,395		$	79,868		$	86,519		$	94,381

(a)

(b)

(c)

Eliminates share-based compensation expense related to ARKO Parent’s equity incentive program to incentivize, retain, and motivate our employees.

(d)

Eliminates the receipt of historical fuel and franchise tax amounts for multiple prior periods.

(e)

Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the 2020 Empire Acquisition.

(f)

Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance.

(g)

Historically, ARKO Parent has not distinguished between maintenance capital expenditures, growth capital expenditures, and acquisition capital expenditures (other than with respect to business acquisitions). Maintenance capital expenditures are capital expenditures made to maintain our long-term operating income or operating capacity, while growth and acquisition capital expenditures are capital expenditures that we expect will increase our operating income or operating capacity over the long-term. For the nine months ended September 30, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022, we estimated that approximately $4.2 million, $4.5 million, $6.2 million, $5.8 million and $4.0 million of our capital expenditures were maintenance capital expenditures, respectively, and that $14.5 million, $2.4 million, $5.1 million, $6.2 million and $9.2 million of our capital expenditures were growth capital expenditures, respectively.

(h)

Non-cash rent (expense) income reflects the extent to which our GAAP rent expense recognized exceeded (or was less than) our cash rent payments. GAAP rent expense varies depending on the terms of our lease portfolio. For newer leases, our rent expense recognized typically exceeds our cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than our cash rent payments.

(i)

Includes other unusual and non-recurring items and other amounts primarily related to additional consideration owed to the seller for the 2020 Empire Acquisition.

Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our Class A common stock. If any of the following risks occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our Class A common stock could decline, and you may lose some or all of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including the risks and uncertainties described below. Please also see “Cautionary Note Regarding Forward-Looking Statements.”

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

The market for distribution of wholesale motor fuel and the fleet fueling business is highly competitive and fragmented, which results in narrow margins. We have numerous competitors, and some may have significantly greater resources and name recognition than we do. We rely on our ability to provide value added reliable services to maintain our margins and competitive position. If we were to fail to maintain the quality of our services, any or all of our wholesale customers could choose alternative distribution sources, decreasing our margins. Furthermore, major integrated oil companies may decide to distribute their own products in direct competition with us, or large wholesale customers may attempt to buy directly from the major integrated oil companies. The occurrence of any of these events could have a material adverse effect on our business and results of operations.

Our business could be adversely affected by sustained inflationary pressures which may decrease our operating margins and increase working capital investments required to operate our business.

The U.S. inflation rate steadily rose in 2021 and into 2022 before eventually declining materially during 2023 and stabilizing at lower levels in 2024. Inflation remains elevated in 2025, with consumer prices increasing approximately 3.0% in the twelve-month period ended July 2025. A continued period of elevated inflation may further increase our costs for labor, services and materials, which, in turn, could cause our operating costs and capital expenditures to increase. Further, our customers also face ongoing inflationary pressures and resulting impacts, such as the tight labor market and supply chain disruptions. The Federal Reserve and other central banks have implemented policies in an effort to curb inflationary pressure on the costs of goods and services across the U.S., including the significant increases in prevailing interest rates that occurred during 2022 and 2023 as a result of the 525 aggregate basis point increase in the federal funds rate. While the Federal Reserve reduced benchmark interest rates by 75 basis points in late 2024, it has maintained benchmark interest-rate at around 4.25% to 4.50% through much of 2025. The Federal Reserve then recently reduced the target range to 4.0%-4.25% on September 17, 2025, to 3.75%-4.00% on October 29, 2025, and to 3.50%-3.75% on December 10, 2025. Despite these reductions, interest rates remain elevated compared to recent historical periods, and the future path of inflation and interest rates remain uncertain. Elevated interest rates may increase our cost of capital, constrain our access to financing, and slow economic growth. These factors, individually or collectively,

Risk Factors

may not be recoverable through price adjustments and could have an adverse effect on our operating margins, liquidity, results of operations, and financial condition.

The motor fuel business is subject to seasonal trends, which may affect our earnings and ability to make distributions.

We and our customers experience more demand for motor fuel during the late spring and summer months than during the fall and winter. Travel, recreation and construction activities typically increase in these months in the geographic areas in which we operate, increasing the demand for motor fuel. Therefore, the volume of motor fuel that we distribute is typically somewhat higher in the second and third quarters of our fiscal year. As a result, our results from operations may vary from period to period, which would affect our earnings and may affect our ability to make cash distributions. Unfavorable weather conditions during the spring and summer months and a resulting lack of the expected seasonal upswings in traffic and sales could also adversely affect our customers’ business, financial condition and results of operations, which may adversely affect our business, financial conditions and results of operations.

Our financial condition and results of operations are influenced by changes in the wholesale prices of motor fuel, which may materially adversely impact our sales, operations, customers’ financial condition and the availability of trade credit.

Our operating results are influenced by prices for motor fuel, variable consignment and cardlock margins and the market for such products. Crude oil and domestic wholesale motor fuel markets are volatile. The margins we earn on our wholesale and fleet fueling segments’ sales, and the gallons of fuel we sell, are dependent on a number of factors outside our control, including the overall supply of refined products, overall market conditions, the demand for these products, competition from third parties, and the price of crude oil and domestic wholesale motor fuel. General political conditions, tariffs, trade wars, acts of war or terrorism and instability in oil producing regions, particularly in the Middle East, Russia, Africa and South America, could significantly affect crude oil supplies and wholesale fuel prices. Significant increases and volatility in wholesale fuel prices could result in substantial increases in the retail price of motor fuel products, lower fuel gross margin per gallon, lower demand for such products and lower sales to customers and dealers. As motor fuel prices decrease, so do our prompt payment incentives, which are generally calculated as a percentage of the total purchase price of the motor fuel we distribute. Conversely, as motor fuel prices increase, the margins we realize at our consignment and certain of our cardlock locations generally decrease as a result of the delay with which retail prices respond to wholesale price changes. This volatility makes it extremely difficult to predict the impact future wholesale cost fluctuations will have on our financial condition and results of operations. We occasionally lock in fuel prices by committing to purchase fuel in the future at a certain price. If the spot price for fuel at the time we actually take delivery of such product is less than what we paid for it, our margins could be negatively impacted. Fuel futures contracts to hedge price volatility may not perform as intended, which may negatively impact our margins. Extended periods of market conditions that result in us earning margins lower than anticipated or in us selling fewer gallons of product to wholesale and fleet fueling customers, for any of the reasons set forth above or otherwise, could adversely affect our financial condition, results of operations and cash flows.

Additionally, when diesel fuel prices rise, this results in higher truck shipping costs which causes shippers to consider alternative means for transporting freight, which may reduce trucking business and, in turn, may reduce our fuel sales volume. High diesel fuel prices may also cause our trucking customers to seek cost savings throughout their businesses, including measures which reduce total fuel consumption and may in turn reduce our fuel sales volume.

Risk Factors

Finally, higher prices for motor fuel may reduce our access to trade credit or worsen the terms under which such credit is available to us or may affect independent dealers, who may have insufficient credit to purchase motor fuel from us at their historical volumes, which could have a material adverse effect on our financial condition and results of operations.

Significant changes in demand for fuel-based modes of transportation and for trucking services could materially adversely affect our business.

Our business is generally driven by growth of road traffic, demand for trucking services, and trends in travel and tourism. Automotive, industrial and power generation manufacturers are developing more fuel-efficient engines, hybrid engines, electric vehicles and alternative clean power systems. Developments aimed at reducing greenhouse gas (“GHG”) emissions’ contribution to climate change may decrease the demand or increase the cost for our major product, petroleum-based motor fuel. Attitudes toward this product and its relationship to the environment may significantly affect our effectiveness in marketing our product and sales. Efforts to steer the public toward non-petroleum-based fuel dependent modes of transportation such as electric, hybrid, battery powered, hydrogen or other alternative fuel-powered motor vehicles may foster a negative perception toward motor fuel or increase costs for our product, thus affecting the public’s attitude toward our primary product. In 2024, electric vehicles accounted for approximately 8.1% of all light vehicle sales in the United States. In addition, truck and other vehicle manufacturers and our customers continue to focus on ways to improve motor vehicle fuel efficiency and conserve fuel, including use of truck platooning, or the electronic linking of trucks with a lead vehicle, heat and kinetic energy recovery technologies, substantially lighter “super trucks” and higher efficiency motor fuels. In addition, there are government regulations at both the state and federal level aimed at reducing emissions and increasing fuel efficiency (e.g., EV mandates, fuel efficiency standards and low emission zones) and other factors to accelerate the transition to electric vehicles, which could reduce demand for our products and services. Demand for trucking services in the U.S. generally reflects the amount of commercial activity in the U.S. economy. When the U.S. economy declines, demand for goods moved by trucks usually declines, and in turn demand for diesel fuel supplied by our fleet fueling segment typically declines, which could significantly harm our results of operations and financial condition.

Significant developments in any of the above-listed factors could lead to reductions in the demand for petroleum-based fuel and have a material adverse effect on our business, financial condition and results of operations.

Negative events or developments associated with branded motor fuel suppliers could have a material adverse impact on our revenues.

The success of our operations is dependent, in part, on the continuing favorable reputation, market value and name recognition associated with the motor fuel brands sold at ARKO Parent’s gas stations and to dealers. An event which adversely affects the value of those brands could have a negative impact on the volumes of motor fuel we distribute, which in turn could have a material adverse effect on our business, financial condition and results of operations.

We depend on several principal suppliers for our fuel purchases. A significant disruption or operational failure affecting the operations of any of our suppliers, including its ability to have adequate supply at its

Risk Factors

fuel terminals, could materially impact the availability, quality and price of fuel we sell, cause us to incur substantial unanticipated costs and expenses, and adversely affect our business, financial condition and results of operations.

Our fuel supply agreements expire on various dates through June 2032. If any of our principal suppliers elects not to renew their contracts with us, we may be unable to replace the volume of motor fuel we currently purchase from such supplier on similar terms or at all. We rely upon our suppliers to timely provide the volumes and types of motor fuels for which they contract. In times of extreme market demand, supply disruption or as a result of futures market and geopolitical conditions, we may be unable to acquire enough fuel, including diesel fuel in particular, to satisfy the demand of our customers. Most of the motor fuel we distribute is transported from terminals to gas stations and cardlock locations by third-party transportation providers. Such providers may suspend, reduce or terminate their obligations to us if certain events (such as force majeure) occur, or may be subject to a shortage of drivers that results in a disruption in service. A change of key transportation providers, a disruption or cessation in services or supply provided by our providers, a significant change in our relationship with our suppliers or a significant accident or other incident involving a transportation provider could have a material adverse effect on our business, financial condition and results of operations.

A significant portion of our revenue is generated under fuel supply agreements with dealers. As these supply agreements expire, they must be renegotiated or replaced. Our fuel supply agreements generally have an initial term of 10 years. As of September 30, 2025, the volume-weighted average remaining term for our dealers was approximately 5.1 years. Our dealers have no obligation to renew their fuel supply agreements with us on similar terms or at all. We may be unable to renegotiate or replace our fuel supply agreements when they expire, and the terms of any renegotiated fuel supply agreements may not be as favorable as the terms of the agreements they replace. Whether these fuel supply agreements are successfully renegotiated or replaced is frequently subject to factors beyond our control. Such factors include fluctuations in motor fuel prices, a dealer’s ability to pay for or accept the contracted volumes and a competitive marketplace for the services offered by us. If we cannot successfully renegotiate or replace our fuel supply agreements, or must renegotiate or replace them on less favorable terms, revenues from these agreements could decline and our results of operations and financial condition could be adversely affected.

Because a substantial portion of our revenue is currently derived from ARKO Parent, any development that materially and adversely affects ARKO Parent’s operations, financial condition or market reputation could have a material and adverse impact on us.

ARKO Parent is our most significant customer and accounted for approximately 47% and 42% of our revenue in the year ended December 31, 2024 and the nine-month period ended September 30, 2025, respectively, and we expect to derive a significant portion of our revenues from ARKO Parent in the near term. As a result, any event that adversely affects ARKO Parent’s operations, financial condition, market reputation, liquidity, results of operations or cash flows may adversely affect our business and results of operations. Accordingly, we are indirectly subject to the business risks of ARKO Parent. Further, we are subject to the risk of non-payment or non-performance by ARKO Parent pursuant to contractual arrangements with ARKO Parent. We cannot predict the extent to which ARKO Parent’s business would be impacted if conditions in our industry deteriorate, nor can we estimate the impact such conditions

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would have on ARKO Parent’s ability to perform under its agreements with us. Any material non-payment or non-performance by any significant customer of ours, including ARKO Parent, would adversely affect our business and operating results.

Changes in economic conditions, tax or trade policy, and consumer confidence in the U.S. could materially adversely affect our business.

Our operations and the scope of services we provide are affected by changes in the macro-economic situation in the United States, which has a direct impact on consumer confidence and spending patterns. A number of key macro-economic factors, such as interest rates and unemployment, could have a negative effect on consumer habits and spending, and lead to lower demand for fuel.

Significant negative developments in the macro-economic environment in the United States could have a material adverse effect on our business, financial condition and results of operations.

If our acquisitions are not on economically acceptable terms, or if our acquisitions do not perform as we expect, our future growth may be negatively impacted.

Our growth strategy includes the acquisition of other companies, contracts and assets that either complement or expand our existing businesses. Any such acquisitions will be subject to the negotiation of definitive agreements, applicable governmental approvals and consents, including under applicable antitrust laws, and, in certain instances, satisfactory financing arrangements. We cannot assure you that we will be able to identify suitable transactions and, even if we are able to identify such transactions, that we will be able to consummate any such transactions on economically acceptable terms. Any acquisitions that we pursue may involve a number of risks, including some or all of the following:

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the diversion of management’s attention from our core business;

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the disruption of our ongoing business;

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inaccurate assessment of liabilities or assets and lack of adequate protections or potential related indemnities;

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the inability to successfully integrate our acquisitions;

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the inability to achieve the anticipated synergies and financial improvements;

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the loss of key customers or employees;

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increasing demands on our operational systems;

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the integration of information systems and internal control over financial reporting; and

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possible adverse effects on our reported results of operations or financial position.

We may be dependent on ARKO Parent to identify and pursue acquisition opportunities and to offer such opportunities to us pursuant to the terms of the Omnibus Agreement. We may not be able to grow through acquisitions if we or ARKO Parent are unable to identify attractive acquisition opportunities. There could be the potential for conflicts of interest when we and ARKO Parent jointly pursue acquisitions or other corporate opportunities that may be suitable for both companies. For example, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between ARKO Parent and us, including the Omnibus Agreement, in relation to such acquisitions or other matters. Furthermore, ARKO Parent is under no obligation to adopt a business strategy that favors us. Subject to the terms of the Omnibus Agreement, ARKO Parent may favor its own interests in negotiating the terms of any acquisitions jointly pursued by us and ARKO Parent. The directors and

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officers of ARKO Parent will have fiduciary duties that require them to make decisions in the best interests of the stockholders of ARKO Parent, which may be contrary to our interests. Such conflicts of interests and competing fiduciary obligations may inhibit our ability to grow or make additional acquisitions.

Our ability to grow and make acquisitions with cash on hand may be limited by our leverage, the terms of our and ARKO Parent’s indebtedness, and our cash dividend policy described herein under “— Cash Dividend Policy.”

There is intense competition for acquisition opportunities in our industry, and we may not be able to identify attractive acquisition opportunities. Competition for acquisitions may also increase the cost of, or cause us to refrain from, completing acquisitions. We may complete acquisitions, which, contrary to our expectations, ultimately do not prove to be accretive. If any of these events were to occur, our future growth may be negatively impacted.

We may be unable to successfully integrate acquired operations or otherwise realize the expected benefits from our acquisitions, which could adversely affect the expected benefits from our acquisitions and our results of operations and financial condition.

Any acquisition involves the integration of the business of two companies that have previously operated independently. The difficulties of combining the operations of the two businesses include: integrating personnel with diverse business backgrounds; familiarizing employees with new systems; and combining different corporate cultures.

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the business, and the loss of key personnel or customers. The diversion of management’s attention and any delay or difficulty encountered in connection with the integration of the two companies’ operations could have an adverse effect on our business and results of operations.

The success of our acquisitions depends, in part, on our ability to realize the anticipated benefits from combining the acquired business with ours. If we are unable to successfully integrate an acquired business, the anticipated benefits of such acquisition may not be realized fully or may take longer to realize than expected, which could have a material adverse effect on our business, financial condition and results of operations. For example, we may fail to realize the anticipated increase in earnings anticipated to be derived from an acquisition or the synergies expected, or there could be higher expenses related to the acquired business than expected. In addition, as with any acquisition, a significant decline in asset valuations or cash flows may also cause us not to realize expected benefits.

The Russia-Ukraine War, Israel-Hamas War, events occurring in response thereto and any expansion of hostilities, as well as the political, economic and social instability in Venezuela and Iran, may have an adverse impact on our business, our future results of operations, and our overall financial performance.

The effects of the conflicts between Russia and Ukraine beginning in February 2022 and between Israel and Hamas beginning in October 2023, as well as the political, economic and social instability in Venezuela and Iran, on our business, financial condition, and results of operations are impossible to predict. Any increase in sanctions, escalation of the conflicts, including the regional or global expansion of hostilities, and other future developments could significantly affect the global economy, lead to market volatility and supply chain disruptions, have an adverse impact on energy prices, including prices for crude oil, other feedstocks, and refined petroleum products, have an adverse impact on the margins from our wholesale distribution and fleet fueling operations, and have a material adverse effect on our business, financial condition, and results of operations.

Risk Factors

Our operations—including the sale, distribution, transportation, and storage of fuel products—and those of our suppliers and customers are subject to various environmental, health, safety, and operational risks that could materially and adversely affect our business, financial condition, and results of operations.

We and our facilities, particularly the storage, transportation and sale of fuel products, as well as the operations of our suppliers and customers, are subject to extensive federal, state and local environmental, health and safety laws and regulations, in particular, those related to the quality of fuel products, the handling and disposal of hazardous wastes and the prevention and remediation of environmental contaminations. These continue to evolve and have generally become more stringent over time. We invest financial and managerial resources to comply with environmental laws and regulations and believe such investment will be necessary for the foreseeable future. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of remedial obligations, the issuance of orders enjoining our operations, or other claims and complaints.

Additionally, our insurance and compliance costs may increase as a result of changes in environmental laws and regulations or changes in enforcement. These laws and regulations, as well as any new laws and regulations affecting fuel quality standards or the sale, distribution transportation and storage of motor fuels, have tended to become increasingly restrictive over time and could adversely affect our business and operating results by increasing our costs, limiting the demand for our products and services, or restricting our operations in the future. Most compliance costs are embedded in normal business operations. However, it is uncertain how much additional investment in technology, facilities or increased operating costs will be necessary to address hazardous materials, environmental restoration or new regulatory requirements.

Accidental leaks, spills, or other releases have occurred at our facilities and may continue to occur during our operations, potentially resulting in corrective actions, which can be costly, or environmental investigations at our facilities, leased locations, or third-party sites we manage. We may also face liability at non-company sites where our products have been handled or disposed of, particularly if prior practices—even if acceptable at the time—require remediation to meet current standards. Where releases of motor fuels, other pollutants, substances or wastes have occurred, federal and state laws and regulations, and our lease agreements, require that contamination caused by such releases be assessed and remediated to meet applicable clean-up standards. Certain environmental laws impose strict, joint and several liability without regard to negligence or fault on current and former site owners and operators for costs required to clean up and restore sites where motor fuels or other hazardous waste products have been disposed of or otherwise released. We may also be exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes. Private parties may also have the right to pursue legal actions to enforce compliance, as well as to seek damages for non-compliance, with environmental and safety laws and regulations or for personal injury or property damage. The costs associated with the investigation and remediation of contamination, as well as any associated third-party claims for damages or to impose corrective action obligations, could be substantial and could have a material adverse effect on us or our dealers.

Changes in product quality specifications, such as reduced sulfur content in refined petroleum products, or other more stringent requirements for fuels, including the production of fossil fuels, could

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reduce our ability to procure product, require us to incur additional handling costs or require the expenditure of capital. We may be unable to procure product or recover these costs through increased selling price.

Most of our fuel is transported by third-party carriers. A portion of fuel is transported in our own trucks; therefore, our operations are also subject to hazards and risks inherent in transporting motor fuel. These hazards and risks include, but are not limited to, fires, explosions, traffic accidents, spills, discharges and other releases, and cross-drops, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally imposed fines or clean-up obligations, personal injury or wrongful death claims, and other damage to our properties and the properties of others. Our operations are also subject to business interruptions from unplanned maintenance, fires, explosions, severe weather, power outages, labor disputes, acts of terrorism or other natural or man-made disasters. These events can result in serious injury or loss of life, property damage, environmental harm and significant financial losses. While we maintain insurance coverage, not all events may be fully insured or insurable or, if covered, the financial amount of such liabilities may exceed our policy limits or fall within applicable deductible or retention limits. Furthermore, our storage tanks are generally long-lived assets, and some have been in service for many years. The age and condition of our assets could result in increased maintenance or repair expenditures in the future. If any of our facilities, or those of our customers or suppliers, suffer significant damage or are forced to shut down for a significant period of time, it may have a material adverse effect on our results of operations and our financial condition as a whole.

The transportation of motor fuels, as well as the associated storage of such fuels, is subject to various federal, state and local environmental laws and regulations covering storage tanks, material releases, hazardous waste management, and employee safety. These regulations require permits, compliance with pollution standards and impose liability for pollution or non-compliance. Federal and state authorities, including the DOT and EPA, monitor compliance and may impose fines, penalties, or orders to halt operations.

Our business, and the businesses of our suppliers and customers, may also be affected by the adoption of environmental laws and regulations intended to address global climate change by limiting carbon emissions and introducing more stringent requirements for the exploration, drilling transportation, and use of crude oil and petroleum products. A number of state and regional efforts have emerged to address climate change and GHGs, including efforts that are aimed at tracking or reducing GHG emissions by means of cap-and-trade or carbon tax programs. Although it is not possible at this time to predict how new legislation or regulations that may be adopted to address GHG emissions would impact us, any future laws and regulations imposing reporting obligations on, or limiting emissions of GHGs from our or our suppliers’ or customers’ equipment and operations, could require us to incur costs to reduce or measure emissions of GHGs associated with operations. Restrictions on emissions of methane or carbon dioxide that may be imposed in various states or international jurisdictions, as well as international, state and local climate change initiatives, such as increased energy or fuel efficiency standards or mandates for renewable energy sources, could adversely affect our business or the business of our suppliers or customers. Widespread implementation of such laws and regulations may lead to a significant increase in the cost of petroleum-based fuels or otherwise lower demand for road transportation fuel, which may have a material adverse effect on our results of operations and our financial condition as a whole.

Upon entering office, the current federal U.S. administration issued a series of executive orders that signaled a significant shift in the United States energy, environmental and climate change policy from the

Risk Factors

prior U.S. presidential administration. Among other directives, such executive orders: (i) direct federal agencies to identify and exercise emergency authorities to facilitate conventional energy production, transportation and refining and call for the use of emergency regulations to expedite energy infrastructure projects; (ii) rescission of pre-existing executive actions meant to address climate change, including initiation of the withdrawal of the U.S. from the Paris Agreement and other climate change-focused international initiatives; (iii) promote energy exploration and production on federal lands and waters; (iv) mandate a review of existing regulations that may burden domestic energy development; and (v) pause disbursement of funds appropriated through the Inflation Reduction Act of 2022 and Infrastructure Investment and Jobs Act, including funds intended to support renewable energy and electric vehicle technologies. The administration has since proposed or promulgated a variety of regulatory initiatives, other executive actions and legislative proposals intended to further these and other policy priorities. These efforts include executive actions or legislative initiatives rescinding or limiting funding and tax provisions of the Inflation Reduction Act of 2022 in support of renewable energy technologies and electric vehicle adoption discussed above, including the One Big Beautiful Bill Act enacted on July 4, 2025, the outcome or effects of which cannot be predicted at this time. The long-term impact of such actions, and any future actions taken during the current administration, on our and our suppliers’ and customers’ operations or the demand for our products and services, if any, is difficult to predict at this time; however, they may result in increased activity from other policymakers, including at the state and local level, or from the private sector, which may adversely impact our operations or those of our value chain.

For more information on potential risks arising from environmental and occupational safety and health laws and regulations, please see “Business—Environmental and Other Government Regulations.”

We are subject to risks regarding sustainability matters.

There is ongoing scrutiny from investors, customers, policymakers and other stakeholders regarding companies’ management of climate change, human capital, and various other sustainability matters. We or our Parent engage in various initiatives (including disclosures) to help manage such matters and address stakeholder expectations; however, such initiatives can be costly and may not have the desired effect. For example, many sustainability initiatives leverage methodologies, standards, and data that are complex and continue to evolve. As with other companies, we expect our approach and that of our Parent to evolve as well, and we cannot guarantee that the approach will align with the expectations or preferences of any particular stakeholder. Stakeholders have different, and at times conflicting, expectations. Both advocates and opponents of such matters are increasingly resorting to activism, including litigation, to advance their perspectives. Similarly, policymakers (including certain states) have taken various actions to advance or constrain consideration of certain sustainability matters, and this divergence may increase the cost and complexity of compliance and any associated risks. Addressing stakeholder expectations and regulatory requirements may be costly and any failure to successfully navigate such expectations or requirements may result in reputational harm, loss of customers or contracts, changes in the availability or cost of capital, regulatory or investor engagement, or other adverse impacts to our business.

We and our customers and suppliers are required to obtain, maintain and comply with government permits, licenses and approvals, and failure to obtain, maintain, and comply with such permits, licenses and approvals could adversely affect us or our customers.

We and our customers and suppliers are required to obtain, maintain and comply with numerous federal, state and local government permits, licenses and approvals. Any of these permits, licenses or approvals

Risk Factors

may be subject to denial, revocation or modification under various circumstances. Failure to obtain or maintain such approvals or comply with the conditions of permits, licenses or approvals may adversely affect our operations by, for instance, temporarily suspending our activities or curtailing our work and may subject us to fines, penalties, injunctive relief and other sanctions. Although existing permits and licenses are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including:

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failure to provide adequate financial assurance for closure;

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failure to comply with environmental, health and safety laws and regulations or permit conditions;

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local community, political or other opposition;

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executive action; and

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legislative action.

In addition, if new environmental legislation or regulations are enacted or implemented, or existing laws or regulations are amended or are interpreted or enforced differently, we may be required to obtain additional operating permits, licenses or approvals. Our inability to obtain, or to comply with, the permits, licenses and approvals required for our businesses could have a material adverse effect on us.

Furthermore, the permitting process for various projects requires significant investments of time and money by our customers and sometimes by us. There are no assurances that we or our customers will obtain the necessary permits for these projects. Applications for permits to operate newly constructed facilities, including air emissions permits, may be opposed by government entities, individuals or environmental groups, resulting in delays and possible non-issuance of the permits.

Failure to comply with applicable laws and regulations could result in liabilities, penalties, costs, or license suspension or revocation that could have a material adverse effect on our business. In addition, future regulations, or more stringent enforcement of existing regulations, could increase those costs and liabilities, which could adversely affect our financial position and results of operations.

Our operations are subject to numerous federal, state and local laws and regulations, environmental laws and regulations, and various employment laws, including requirements for various licenses and registrations. To the extent we are not able to provide information that is required under such regulations because owners of our stock or our officers and directors do not provide the necessary documentation to comply or fail to comply with such regulations, we may have those licenses suspended or revoked, or new licenses may not be issued.

Our violation of, or inability to comply with, such regulations could expose us to regulatory sanctions ranging from criminal liability or monetary fines to the revocation or suspension of our permits and licenses for the sale of such products. We may also be subject to litigation including class action litigation which may result in substantial costs, expenses and damages related to legal proceedings. Such regulatory action or litigation could adversely affect our business, financial condition and results of operations.

Our failure to comply with applicable labor and employment laws pertaining to, among others, minimum wage, overtime, rest breaks, mandated healthcare benefits or paid time-off benefits could result

Risk Factors

in increased regulatory scrutiny, monetary fines and substantial costs and expenses related to legal proceedings.

Additionally, we may not be able to comply with new or amended laws and regulations that are adopted, and any new or amended laws and regulations could require us to modify our operations or equipment, shut down our facilities or obtain additional permits or approvals. Additionally, our customers and suppliers may not be able to comply with any new or amended laws and regulations, which could cause our customers or suppliers to curtail or cease operations.

We may not have sufficient cash from operations after payment of our expenses, including payments to ARKO Parent and its affiliates, and establishment of cash reserves to enable us to pay the intended quarterly distribution to our stockholders.

The amount of cash we can distribute to our Class A common stockholders principally depends on the amount of cash we generate from our operations, which fluctuates from quarter to quarter based on, among other things:

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the volume of fuel we sell;

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the prices of, level of production of and demand for crude oil and refined fuel products;

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the level of our operating costs, including payments to ARKO Parent;

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prevailing economic conditions;

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our debt service requirements and other liabilities;

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fluctuations in our working capital needs;

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our ability to borrow funds and access capital markets;

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restrictions in our agreements governing our or ARKO Parent’s debt;

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the level and timing of capital expenditures we make, including capital expenditures incurred in connection with our growth projects;

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the cost of acquisitions, if any; and

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the amount of cash reserves established by us, which may increase in the future and which may in turn further reduce the amount of Discretionary Cash Flow.

As a result of all these factors, we cannot guarantee that we will have sufficient cash generated from operations to pay the quarterly cash dividends to holders of our common stock. Furthermore, holders of our common stock should be aware that the amount of Discretionary Cash Flow depends primarily on our cash flow, and is not solely a function of profitability, which is affected by non-cash items. As a result, we may make distributions during periods when we record net losses and may not make distributions during periods when we record net income. We may incur other expenses or liabilities during a period that could significantly reduce or eliminate our Discretionary Cash Flow and, in turn, impair our ability to pay dividends to holders of our common stock during the period. Because we are a holding company, our ability to pay dividends on our common stock is limited by restrictions on the ability of our subsidiaries to pay dividends or make other distributions to us, including restrictions under the terms of the agreements governing our and ARKO Parent’s indebtedness.

Risk Factors

The assumptions underlying the forecasts and targeted growth rate presented elsewhere in this prospectus are inherently uncertain and subject to significant business, economic, financial, regulatory and competitive risks that could cause our actual cash available for distribution to differ materially from our forecasts.

The forecasts presented elsewhere in this prospectus were prepared using assumptions that our management believes are reasonable. See “Cash Dividend Policy—Assumptions and considerations.” These include assumptions about (i) the proceeds from this offering, (ii) no material adverse effects to our business, industry or our suppliers’, ARKO Parent’s or any of our customers’ businesses or operations on account of natural disasters, (iii) no material adverse change resulting from supply disruptions or reduced demand for fuel products, (iv) no material adverse changes in market, regulatory and overall economic conditions and (v) no material adverse changes in the existing regulatory framework. The forecasts assume that no unexpected risks materialize during the forecast periods. Any one or more than one of these assumptions may prove to be incorrect, in which case our actual results of operations will be different from, and possibly materially worse than, those contemplated by the forecasts. There can be no assurance that the assumptions underlying the forecasts presented elsewhere in this prospectus will prove to be accurate. Actual results for the forecast periods will likely vary from the forecast results and those variations may be material. We make no representation that actual results achieved in the forecast periods will be the same, in whole or in part, as those forecasted herein. The forecasts are provided as of the date of this offering and we are under no obligation to update the forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even if the assumptions underlying such forecasts have changed or are no longer applicable following the date of this offering.

We are subject to extensive tax liabilities imposed by multiple jurisdictions that potentially have a material adverse effect on our financial condition and results of operations.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, fuel excise taxes, sales and use taxes, payroll taxes, franchise taxes, and property taxes. Many of these tax liabilities are subject to periodic audits by the respective taxing authorities. Changes in the tax laws could arise as a result of the base erosion and profit shifting project undertaken by the Organization for Economic Co-operation and Development (“OECD”). In December 2022, the European Union (“EU”) member states reached an agreement to implement the minimum tax component (“Pillar Two”) of the OECD’s tax reform initiative. The directive was enacted into the national law of the EU member states in 2023. If similar directives under Pillar Two are adopted by other taxing authorities, such changes could increase the amount of taxes we pay and therefore decrease our results of operations and cash flow. Additionally, substantial changes or reforms in the current tax regime could result in increased tax expenses and potentially have a material adverse effect on our financial condition and results of operations.

The loss of key senior management personnel or the failure to recruit or retain qualified senior management personnel could materially adversely affect our business.

We are dependent on the ability of both us and ARKO Parent to recruit, train and retain qualified individuals to manage our business. Economic factors, the state of the current labor market and availability of other employment options for our management personnel could impact our ability to recruit and retain qualified personnel that could have a material impact on our results of operations and impact our ability to execute upon our strategic goals. If we do not provide proper training and clear succession planning or are unable to entice the necessary talent to join our company and retain our employees over time, we may not have appropriate staff to be promoted to management roles as they

Risk Factors

become available. Additionally, we are dependent on certain key employees to operate our business and the loss of any of our executive officers or other key employees could harm our business.

Unfavorable seasonal, weather or other climatic conditions could adversely affect our business.

Severe weather phenomena, such as hurricanes, floods, and blizzards, may adversely affect our results of operations due to increased costs associated with such weather conditions, possible significant damage to our dealer and cardlock locations and possible interruption of distributions to our wholesale customers, including ARKO Retail Sites and our dealer and fleet fueling sites. Temporary or long-term disruptions to our supply chain in connection with unfavorable weather conditions could impact our network of suppliers, significantly impacting the quality and pricing of fuel we sell. Climate change is expected to increase the frequency and intensity of these and other weather phenomena, as well as contribute to various chronic changes (including in meteorological and hydrological patterns) which may result in similar risks or otherwise adversely impact our operations. While we may, from time to time, take actions to mitigate associated risks, we cannot guarantee that such efforts will be successful. For example, an increase in frequency and intensity of natural disasters may adversely impact the availability or cost of insurance.

We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our brand, reputation, business, financial condition and results of operations.

We and our dealers accept a variety of credit cards and debit cards and, accordingly, we and our dealers are, and will continue to be, subject to significant and evolving regulations and compliance requirements, including obligations to implement enhanced authentication processes that could result in increased costs and liability and reduce the ease of use of certain payment methods. Additionally, we pay, and in some cases pass-through, interchange and other fees, which may increase over time.

Europay, MasterCard and Visa, or EMV, is a global standard for credit cards that uses computer chips to authenticate and secure chip-card transactions. We may be liable for fraudulent credit card transactions at the fuel dispensers. As of September 30, 2025, a majority of the fuel dispensers owned by ARKO Parent were EMV-compliant.

We rely on fuel brands and independent service providers for payment processing, including credit and debit cards. If these fuel brands and independent service providers become unwilling or unable to provide these services to us, if the cost of using these providers increases, or if such providers have a data breach or mishandle our data, our business could be harmed. Additionally, there is a trend toward cardless payment methods, which may require additional investment to implement at our locations. As these trends develop, we will need to align our fleet card offering to the new technologies.

We are also subject to payment card association operating rules and agreements, including data security rules and agreements and certification requirements which could change or be reinterpreted to make it difficult or impossible for us to comply. In particular, we must comply with the Payment Card Industry Data Security Standard, or PCI DSS, a set of requirements designed to ensure that all companies that process, store or transmit payment card information maintain a secure environment to protect cardholder data. If we, or our third-party service providers, fail to comply with any of these rules or requirements, or if our, or our third-party service providers, data security systems are breached or compromised, we may be liable for losses incurred by card issuing banks or customers, subject to fines and higher transaction fees, lose our ability to accept credit or debit card payments from our customers,

Risk Factors

or process electronic fund transfers or facilitate other types of payments. Any failure to comply with such rules or requirements could significantly harm our brand, reputation, business, financial condition and results of operations.

Significant disruptions of information technology systems, breaches of data security or other cybersecurity incidents, or compromised data could materially adversely affect our business.

We rely on multiple information technology systems and a number of third-party vendor platforms (collectively, “IT Systems”) in order to run and manage our daily operations, including for fuel pricing, payroll, accounting, budgeting, reporting, and site operations. Such IT Systems allow us to manage various aspects of our business, communicate with customers, and to provide reliable analytical information to our management. The future operation, success and growth of our business depends on streamlined processes made available through our uninhibited access to information systems, global communications, internet activity and other network processes. Like most other companies, despite our current cybersecurity risk management framework and process controls, our IT Systems and those of our third-party service providers and our customers, may be vulnerable to information security breaches, ransomware or extortion, mishandled data, acts of vandalism, computer viruses and interruption or loss of valuable business data. Stored data might be improperly accessed due to a variety of events beyond our control, including, but not limited to, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunications services, physical and electronic loss of access to data and information, terrorist attacks, hackers, security breaches or other security incidents, and computer viruses or attacks. We rely on third-parties to provide maintenance and support of our IT Systems, and to store our data (including customer data) and a failure of any of these third-parties to provide adequate and timely support, or compromise of these third-parties’ systems, could adversely affect the operation of our IT Systems. We have technology security initiatives and disaster recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequately designed or implemented to ensure that our operations are not disrupted or the data security breaches do not occur.

Hackers and data thieves are increasingly sophisticated and operate large-scale and complex attacks which may remain undetected until after they occur. Such attacks also may be further enhanced in frequency or effectiveness through threat actors’ use of artificial intelligence. Any breach of our network or those of our vendors may result in damage to our reputation, the loss of valuable business data, the misappropriation of our valuable intellectual property or trade secret information, misappropriation of our customers’ or employees’ personal information, key personnel being unable to perform duties or communicate throughout the organization, loss of sales, significant costs for data restoration and other adverse impacts on our business. Despite our existing security procedures and controls, if our network or the network of one of our service providers was compromised, it could give rise to unwanted media attention, materially damage our customer relationships, harm our business, reputation, results of operations, cash flows and financial condition, result in fines or litigation, and may increase the costs we incur to protect against such information security breaches, such as increased investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud. In addition, successful cyberattacks, data breaches, or data security incidents, at one of our vendors or other market participants, whether or not we are directly impacted, could lead to a general loss of customer confidence or affect our supply chain which could negatively affect us, including harming the market perception of the effectiveness of our security measures or harming the reputation of the industry in general, which could result in reduced use of our products and services.

Risk Factors

The costs of mitigating cybersecurity risks are significant and are likely to increase in the future. These costs include, but are not limited to, retaining the services of cybersecurity providers; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; costs related to maintaining redundant networks, data backups and other damage-mitigation measures; and extra administrative costs to mitigate risk and deal with any system breaches. While we maintain cyber liability insurance coverage through ARKO Parent, our insurance may not be sufficient to protect against all losses we may incur due to policy exclusions or if we suffer significant or multiple attacks.

We are subject to 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 could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business.

We collect and store large amounts of data on our network, including sensitive information concerning our employees, customers and vendors. As such, we are subject to, or affected by, a number of federal, state, and local laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security, and govern our collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal and other information including that of our employees, customers, and others. If we are found to have breached any such laws or regulations, we may be subject to enforcement actions that require us to change our business practices in a manner which may negatively impact our revenue, as well as expose us to litigation, fines, civil and/or criminal penalties and adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation and business in a manner that harms our financial position.

The U.S. Federal Trade Commission (the “FTC”) and state governments require companies to implement data security and privacy measures appropriate to the sensitivity of customer information, business size, and available tools. Failure to meet these expectations may result in claims of unfair or deceptive practices under the Federal Trade Commission Act or similar state laws, leading to potential legal actions for privacy and data security violations.

Further, we make public statements about our use and disclosure of personal information through our privacy policies that are posted on our websites. The publication of our privacy policies and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices.

In addition, numerous states already have, and are looking to expand, data protection and privacy legislation requiring companies like ours to consider solutions to meet differing needs and expectations of customers. Similar laws have been proposed at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging and we may not be able to monitor and react to all developments in a timely manner.

Our failure, and/or the failure by ARKO Parent, who will provide us with substantially all of our operational and administrative services under the Management Services Agreement, or the various third-party service providers and partners with which we or ARKO Parent do business, to comply with applicable privacy policies or federal or state laws and regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in the unauthorized release of personal data or other user data, or the perception that any such failure or

Risk Factors

compromise has occurred, could negatively harm our brand and reputation, result in a loss sales and/or result in fines and/or proceedings by governmental agencies and/or customers, any of which could have a material adverse effect on our business, results of operations and financial condition.

We lease certain of our sites from third parties; are jointly and severally liable under certain master leases; and our dealers control other sites, all of which could result in increased costs and disruptions to our operations.

We lease a portion of our sites from third parties or sublease from ARKO Parent, under long-term arrangements with various expiration dates.

We are also a party to master leases as a cotenant with ARKO Parent. Under such master leases, generally we are jointly and severally liable for the obligations of ARKO Parent thereunder, and, in the event ARKO Parent is unable to satisfy such obligations, we would be liable for such obligations, which could result in significant costs to us and materially adversely affect our business. Further, in the event the landlord terminates a lease or there is an event of default by ARKO Parent, we could be evicted from such premises, which could significantly disrupt our business operations. Although we have indemnity from ARKO Parent under certain of such lease arrangements, there can be no guarantee that ARKO Parent will be able to satisfy its indemnity obligations. We also lease or sublease properties to certain of our dealers, and a default by the dealer under its lease or sublease could result in us losing a supply relationship. Such defaults by a significant number of our dealers could materially adversely affect our business. See “Business—Real Estate—Real Estate Arrangements with ARKO Parent” and “Certain Relationships and Related Party Transactions—Real Estate Arrangements with ARKO Parent” for more information on these agreements.

Additionally, we are subject to the possibility that we are unable to renew such leases or are only able to do so with increased costs or more onerous terms.

The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash available for dividends to our stockholders.

We may not be able to lease sites we own or sublease sites we lease on favorable terms and any such failure could adversely affect our results of operations, financial condition and ability to make distributions to our stockholders.

We may lease or sublease certain sites to dealers. If we are unable to obtain tenants or subtenants on favorable terms for sites we own or lease, the resulting rental payments may be insufficient to cover our costs for the site. We cannot provide any assurance that the margins on our distribution of motor fuel to these sites will be sufficient to offset our operating costs or unfavorable lease terms. The occurrence of these events could adversely affect our results of operations, financial condition and ability to make distributions to our stockholders.

Our business could suffer if we fail to adequately secure, maintain, and enforce our intellectual property rights.

We rely on our trademarks and trade names to distinguish some of our services from those of our competitors, and have registered or applied to register a limited number of trademarks. We cannot assure that our trademark applications will be approved. Third-parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products or services, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands.

Risk Factors

Further, we cannot assure that competitors will not infringe our trademarks, or that we will have adequate resources to enforce our trademarks. Any claims of intellectual property infringement, even those without merit, could be expensive and time consuming to defend and divert management’s attention, cause us to cease making, licensing or using the products or services that incorporate the challenged intellectual property, require us to rebrand our products or services, if feasible, or require us to enter into royalty or licensing agreements in order to obtain the right to use a third-party’s intellectual property.

We also rely on trademarks that we license from third-parties to identify the branded fuels that we supply. If we violate the terms of these licenses, we could be liable for damages, and the licenses could be terminated. The termination or non-renewal of any of these licenses could require us to rebrand or to replace the licensed goods and services, and accordingly could have a material adverse effect on our business, reputation, financial condition and results of operations.

Our operations present risks which may not be fully covered by insurance.

We carry comprehensive insurance through ARKO Parent against the hazards and risks underlying our operations. We believe our insurance policies are customary in the industry; however, some losses and liabilities associated with our operations may not be covered by our insurance policies. In addition, there can be no assurance that we will be able to obtain similar insurance coverage on favorable terms (or at all) in the future. Significant uninsured losses and liabilities could have a material adverse effect on our financial condition and results of operations. Furthermore, our insurance is subject to high deductibles. As a result, certain large claims, even if covered by insurance, may require a substantial cash outlay by us, which could have a material adverse effect on our financial condition and results of operations. Moreover, the deductibles and limits under our policies will be subject to certain sharing arrangements with ARKO Parent as set forth in the Employee and Intercompany Matters Agreement, which generally requires that we do not prejudice or limit ARKO Parent’s recovery when pursuing claims thereunder. To the extent ARKO Parent experiences losses under the insurance policies, the limits of our coverage may be decreased.

We will remain a restricted subsidiary and guarantor under the Senior Notes Indenture upon completion of this offering and will be subject to various covenants under such indenture, which may adversely affect our operations.

We will remain a restricted subsidiary and guarantor under the Senior Notes Indenture, so will be directly or indirectly affected by certain prohibitions and limitations contained therein, which may restrict our ability to undertake certain actions that might otherwise be considered beneficial. See “Description of Certain Indebtedness” for additional information about the Senior Notes, as well as the terms of ARKO Parent’s credit facilities to which we have been, and will be through the consummation of this offering, contractually bound, and expected amendments to such facilities. Our status as a restricted subsidiary means that our ability to take certain actions, including undertaking certain transactions, upon completion of this offering will be restricted by the terms of such indenture. We will remain a restricted subsidiary until we are no longer a subsidiary of ARKO Parent. These covenants restrict, among other things, our ability to:

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incur or guarantee indebtedness;

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make certain investments and acquisitions;

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incur liens on assets or permit them to exist;

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enter into certain types of transactions with affiliates;

Risk Factors

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merge or consolidate with another company;

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transfer, sell, or otherwise dispose of assets; and

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pay dividends, or make distributions or certain other restricted payments, unless dividends are also paid on a pro-rata basis to ARKO Parent.

Each of these restrictions is subject to various exceptions, the availability of which may be affected by the extent to which ARKO Parent utilizes those exceptions as well as the financial condition and results of operations of ARKO Parent. The existence of these restrictions could adversely affect our ability to finance our future operations or capital needs or engage in, expand, or pursue our business activities, and it could also prevent us from engaging in certain transactions that might otherwise be considered beneficial to us. The Senior Notes Indenture will also impose certain requirements with respect to the way we apply the proceeds from this offering as described further under “Description of Certain Indebtedness —Senior Notes —Covenants”. Due to its ownership and control of us, ARKO Parent has the ability to prevent us from taking actions that would cause ARKO Parent to violate such restrictions, or otherwise cause ARKO Parent to be in default under any of its credit arrangements. Additionally, in the future, ARKO Parent may determine that it is in its best interest to agree to more restrictive covenants, which may indirectly impede our business operations or affect our ability to pay dividends.

Events beyond our control, including changes in general business and economic conditions, may impair ARKO Parent’s ability to comply with covenants in the Senior Notes Indenture, and a breach of any such covenants may result in an event of default. Upon the occurrence of an event of default, the noteholders may declare the notes immediately due and payable and/or exercise any and all remedial and other rights thereunder. ARKO Parent may be unable to repay any accelerated indebtedness, and we may not be able to repay any indebtedness pursuant to the guarantee or refinance any accelerated indebtedness on favorable terms, or at all, which could have an adverse effect on our financial condition or results of operations.

The agreements governing our indebtedness contain various restrictions and financial covenants that may restrict our business and financing activities.

We depend on the earnings and cash flow generated by our operations in order to meet our debt service obligations. The operating and financial restrictions and covenants in the GPMP Capital One Credit Facility (as defined herein), and any future financing agreements, may restrict our ability to finance future operations or expand our business activities. For example, the GPMP Capital One Credit Facility restricts, among other things, our ability to create liens, incur additional indebtedness or issue certain disqualified equity interests, make investments, loans or advances, engage in mergers or consolidations with or into other companies, sell assets and make other dispositions, pay dividends and distributions or repurchase capital stock, change the nature of its business, engage in sale-leaseback transactions, engage in transactions with affiliates, and repay certain indebtedness. In addition, the GPMP Capital One Credit Facility contains covenants requiring us to maintain certain financial ratios. See “Description of Certain Indebtedness—GPMP Capital One Credit Facility” for additional information.

Our ability to comply with these restrictions and covenants is uncertain and will be affected by the levels of cash flow from operations and other events or circumstances beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we violate any provisions of the GPMP Capital One Credit Facility or any future credit facilities we enter into that are not cured or waived within the appropriate time periods provided in the agreements governing such indebtedness, a significant portion of our indebtedness may become immediately due and payable, and our lenders’ commitment to make further loans to us under such credit facilities may terminate. We might not have, or be able to obtain, sufficient funds to make these accelerated payments.

Risk Factors

If we were unable to repay the accelerated amounts, the lenders under our secured credit facilities, such as the GPMP Capital One Credit Facility, could proceed against the collateral granted to them to secure such debt. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, which could result in our insolvency.

Together, we and ARKO Parent have a significant amount of debt. As of September 30, 2025, we had total debt, net of $389.0 million, including current maturities of $5.7 million, and ARKO Parent had an additional $522.6 million (exclusive of indebtedness included in our financial statements), including current maturities of $31.3 million, for which we have provided guarantees or under which we are otherwise contractually bound. Such significant level of debt could increase our vulnerability to general adverse economic and industry conditions and require us to dedicate a substantial portion of our cash flow from operations to service our or ARKO Parent’s debt obligations, thereby reducing the availability of our cash flow to fund our growth strategy.

Furthermore, a higher level of indebtedness increases the risk that we or ARKO Parent may default under our respective obligations, which may include ARKO Parent’s obligations under its commercial agreements with us. In the event ARKO Parent were to default under certain of its debt obligations, we could be materially adversely affected. We have no control over whether ARKO Parent remains in compliance with the provisions of its credit arrangements, except as such provisions may otherwise directly pertain to us. There is also the risk that if ARKO Parent were to default under certain of its debt obligations, ARKO Parent’s creditors would attempt to assert claims against our assets during the litigation of their claims against ARKO Parent, even if we or our subsidiaries have not provided a guarantee of such debt or are otherwise contractually bound. The defense of any such claims could be costly and could materially impact our financial condition, even absent any adverse determination. In the event these claims were successful, our ability to meet our obligations to our creditors, make distributions and finance our operations could be materially adversely affected.

If we were to seek a credit rating in the future, our credit rating may be adversely affected by the leverage or any future credit rating of ARKO Parent, as credit rating agencies such as Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. may consider the leverage and credit profile of ARKO Parent and its affiliates because of their ownership interest in and control of us, our guarantee of the Senior Notes and because ARKO Parent accounts for a material portion of our fuel revenue and fuel contribution. Any adverse effect on our credit rating would increase our cost of borrowing or hinder our ability to raise financing in the capital markets, which would impair our ability to grow our business and make cash distributions to our stockholders.

Our variable rate debt could adversely affect our financial condition and results of operations.

Certain of our outstanding term loans and revolving credit facilities bear interest at variable rates, subjecting us to fluctuations in the short-term interest rate. Beginning in early 2022, in response to significant and prolonged increases in inflation, the U.S. Federal Reserve Board raised interest rates eleven times during 2022 and 2023, which increased the borrowing costs on our variable rate debt. The Federal Reserve Board then paused rate increases in the fourth quarter of 2023 following the deceleration of inflationary growth. More recently, the Federal Reserve began an easing cycle in September 2024 and has continued reducing its policy rate, including additional cuts in December 2024 and September,

Risk Factors

October and December 2025, and it may seek to further reduce interest rates, increase interest rates or maintain current interest rates. The timing, number and amount of any future interest rate changes are uncertain, and there can be no assurance that rates will continue to decrease at a rate currently predicted or at all, which would in turn negatively impact our borrowing costs. Any future federal fund rate increases could in turn make our financing activities, including those related to our acquisition activity, more costly and limit our ability to refinance existing debt when it matures or pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. As of September 30, 2025, all of our debt bore interest at variable rates, which is based on CME Group’s forward-looking Secured Overnight Financing Rate (“SOFR”). Consequently, significant increases in market interest rates would create substantially higher debt service requirements, which could have a material adverse effect on our overall financial condition, including our ability to service our indebtedness.

Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business, operating results and financial condition.

The U.S. government imposes tariffs on certain foreign goods from time to time. Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. While certain of the announced tariffs have been delayed, the U.S. government may in the future pause, reimpose or increase tariffs, and countries subject to such tariffs have and in the future may impose reciprocal tariffs or other restrictive trade measures in response. This in turn could require us to increase prices to our customers, which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. We cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. We cannot predict the extent to which the U.S. or other countries will impose quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, operating results and financial condition.

RISKS RELATED TO THE TRANSACTIONS AND OUR GOVERNANCE RELATIONSHIP WITH ARKO PARENT

ARKO Parent controls our Company and will have the ability to control the direction of our business.

After the completion of this offering, ARKO Parent, indirectly through its wholly owned subsidiary, Arko Convenience Stores, LLC, will own 35,000,000 shares of our Class B common stock, representing 76.9% of the economic interests in us, and 94.3% of the combined voting power of our Class A common stock and Class B common stock (or 74.3% of the economic interests in us and 93.5% of the combined voting power of our Class A common stock and Class B common stock if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full).

As long as ARKO Parent or its affiliates (other than us) owns more than 50% of the total voting power of both classes of our common stock, it will be able to control nearly all corporate actions that require a stockholder vote, regardless of the vote of any other stockholder. As a result, ARKO Parent will have the ability to control significant matters involving us, including:

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the election and removal of our directors;

Risk Factors

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determinations with respect to mergers, business combinations, dispositions of assets or other extraordinary corporate transactions;

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certain amendments to our amended and restated certificate of incorporation;

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changes in capital structure, including the level of indebtedness;

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the number of shares of our common stock available for issuance under our equity incentive plans for our prospective and existing employees; and

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agreements that may adversely affect us including, without limitation, certain master leases to which we and ARKO Parent are party under which we are jointly and severally liable for ARKO Parent’s obligations.

Alternatively, if ARKO Parent does not provide any requisite affirmative vote on matters requiring stockholder approval allowing us to take particular actions when requested, we will not be able to take such actions, and as a result, our business, financial condition, results of operations and cash flows may be adversely affected. Even if ARKO Parent owns 50% or less of our total voting power of both classes of our common stock, ARKO Parent will have the ability to substantially influence these matters for as long as it owns a significant portion of the voting power.

The interests of ARKO Parent may differ from our interests or those of our other stockholders and the concentration of control in ARKO Parent will limit other stockholders’ ability to influence corporate matters. The concentration of ownership and voting power with ARKO Parent also may delay, defer or prevent an acquisition by a third party or other change of control of our Company and may make some transactions more difficult or impossible without the support of ARKO Parent, even if such events are in the best interests of our other stockholders. The concentration of voting power with ARKO Parent may have an adverse effect on the price of our Class A common stock. Our Company may take actions that our other stockholders do not view as beneficial, which may adversely affect our business, financial condition, results of operations and cash flows, and may cause the value of your investment to decline.

ARKO Parent could have interests that differ from, or conflict with, the interests of our other stockholders and could cause us to take certain actions even if the actions are not favorable to us or our other stockholders or are opposed by our other stockholders. If ARKO Parent is acquired or otherwise experiences a change in control, any acquirer or successor will be entitled to exercise ARKO Parent’s voting control with respect to us.

Potential conflicts of interest or disputes may arise between ARKO Parent and us in a number of areas relating to our past or ongoing relationships, including:

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tax, employee benefits and indemnification;

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employee retention and recruiting;

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the nature, quality and pricing of services ARKO Parent has agreed to provide to us;

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business opportunities that may be attractive to both ARKO Parent and us; and

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any new commercial arrangements between ARKO Parent and us in the future.

Risk Factors

The resolution of any potential conflicts or disputes between ARKO Parent and us may be less favorable to us than the resolution we might achieve if we were dealing with an unaffiliated third party.

The various ancillary agreements that we intend to enter into with ARKO Parent and its affiliates will be of varying durations and may be amended upon agreement of the parties. See “Certain Relationships and Related Party Transactions.” The terms of these agreements will be primarily determined by ARKO Parent, and, therefore, may not be representative of the terms we could obtain on a standalone basis or in negotiations with an unaffiliated third party. For as long as we are controlled by ARKO Parent, we may not be able to negotiate renewals or amendments to these agreements, if required, on terms as favorable to us as those we would be able to negotiate with an unaffiliated third party.

Our amended and restated certificate of incorporation could prevent us from benefiting from corporate opportunities that might otherwise have been available to us.

Our amended and restated certificate of incorporation will include certain provisions regulating and defining the conduct of our affairs to the extent that they may involve ARKO Parent and its directors, officers, employees, agents and affiliates (except that we will not be deemed affiliates of ARKO Parent or its affiliates for purposes of these provisions) and our rights, powers, duties and liabilities and those of our directors, officers, managers, employees and agents in connection with our relationship with ARKO Parent. In general, and except as may be set forth in any agreement between us and ARKO Parent, these provisions will provide that ARKO Parent and its affiliates may carry on and conduct any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as us; ARKO Parent and its affiliates may do business with any of our customers, vendors and lessors; and ARKO Parent and its affiliates may make investments in any kind of property in which we may make investments. In addition, these provisions will provide that we renounce any interest or expectancy to participate in any business of ARKO Parent or its affiliates.

Moreover, our amended and restated certificate of incorporation will provide that we renounce any interests or expectancy in corporate opportunities which become known to (i) any of our directors, officers, managers, employees or agents who also are directors, officers, employees, agents or affiliates of ARKO Parent or its affiliates (except that we and our subsidiaries will not be deemed affiliates of ARKO Parent or its affiliates for the purposes of the provision) or (ii) ARKO Parent or its affiliates (collectively the persons identified in clauses (i) and (ii), the “Covered Persons”). Generally, the Covered Persons who would otherwise owe fiduciary duties to us or our stockholders will not be liable to us or our stockholders for breach of any fiduciary duty solely by reason of the fact that any such person pursues or acquires any such corporate opportunity for the account of ARKO Parent, itself, or its affiliates. This renunciation will not extend to corporate opportunities expressly offered in writing to one of our directors, officers, managers, employees or agents, solely in his or her capacity as a director, officer, manager, employee or agent of us.

These provisions in our amended and restated certificate of incorporation will cease to apply at such time as (i) we and ARKO Parent and its affiliates are no longer affiliates of one another and (ii) none of the directors, officers, employees, agents or affiliates of ARKO Parent serve as our directors, officers, managers, employees or agents. The corporate opportunity provision may exacerbate conflicts of interest between ARKO Parent and us because the provision effectively permits one of our directors, officers, managers, employees or agents who also serves as a director, officer, employee, agent or affiliate of ARKO Parent or its affiliates to choose to direct a specified corporate opportunity to ARKO Parent or its affiliates instead of to us. Accordingly, we may lose such a corporate opportunity or suffer competitive harm, which could negatively impact our business or prospects.

Risk Factors

Prior to completion of this offering, ARKO Parent performed various functions on our behalf including finance, information technology, legal, human resources, quality, supply chain and purchasing functions. Following this offering, we expect ARKO Parent to continue to provide many of such services to us for a fee provided for in the Management Services Agreement described in “Certain Relationships and Related Party Transactions—Management Services Agreement.” ARKO Parent will not be obligated to provide these services in a manner that differs from the nature of the services today, and thus we may not be able to modify these services in a manner desirable to us. Further, if we no longer receive these services from ARKO Parent, we may not be able to perform these services ourselves or to find appropriate third party arrangements at a reasonable cost, and the cost may be higher than that charged by ARKO Parent.

We rely on ARKO Parent to provide us with executive management under the Management Services Agreement, and we may not have independent executive management or support personnel. The Management Services Agreement may be terminated under certain circumstances, including in the event of a change of control of the Company. Our future success depends significantly on the involvement of certain of ARKO Parent’s senior managers and employees, who have valuable expertise in all areas of our business. ARKO Parent’s ability to retain and motivate the senior managers and employees involved in the management of our business, as well as attract highly skilled employees, significantly affect our ability to run our business successfully and to execute our growth strategy. If we were to lose access to one or more of the senior managers provided for under the Management Services Agreement it might be difficult to appoint replacements. This could have an adverse impact on our business, financial condition, results of operations and cash flows. In light of ARKO Parent’s familiarity with our assets, a substitute service provider may not be able to provide the same level of service due to lack of pre-existing synergies. If we cannot locate a service provider that is able to provide us with services substantially similar to those provided by ARKO Parent under the Management Services Agreement on similar terms, it would likely have a material adverse effect on our business, financial condition, results of operation and cash flows.

We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with ARKO Parent.

The agreements we have entered into or will enter into with ARKO Parent in connection with the Transactions, including the Management Services Agreement, the Employee and Intercompany Matters Agreement, the Omnibus Agreement, the Fuel Distribution Agreement, the Tax Matters Agreement and certain other commercial agreements were prepared when we did not have a separate or disinterested board of directors.

As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. Arm’s-length negotiations between ARKO Parent and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party. For additional information, refer to the section entitled “Certain Relationships and Related Party Transactions.”

Risk Factors

The liability and obligations of ARKO Parent is limited under our arrangements with it and we have agreed to indemnify ARKO Parent against claims that it may face in connection with certain of such arrangements.

Under the Management Services Agreement, ARKO Parent will not assume any responsibility other than to provide or arrange for the provision of the services described therein in good faith and the provision or arrangement of such services is subject to a number of exceptions, which may leave us without sufficient operational or administrative support. ARKO Parent is generally not obligated to continue to employ or engage the requisite personnel or service provider, and if such resources are no longer available to ARKO Parent, a third party service provider objects to the provision of services to us or if another exception under the Management Services Agreement applies, ARKO Parent will not be obligated to provide us with the applicable service until we are able to hire the requisite personnel or onboard a satisfactory replacement service provider.

In addition, under the Employee and Intercompany Matters Agreement, we will be responsible for any liabilities associated with the participation in ARKO Parent’s benefit plans, regardless of when such claims or liabilities are filed, reported or payable. Under that agreement, ARKO Parent may designate certain of directors and officers who, notwithstanding indemnification by ARKO Parent, shall look to us as the indemnitor of first resort. Additionally, under the Fuel Distribution Agreement, ARKO Parent may terminate our exclusive supplier relationship under certain circumstances upon short notice by paying liquidated damages, which may not fully compensate us for the disruption to our business.

In addition, under certain related party lease and sublease agreements, we are responsible for all taxes, insurance, utilities, maintenance, and environmental compliance obligations, and indemnify ARKO Parent and its affiliates for liabilities arising under such agreements, or may otherwise be liable for obligations of ARKO Parent and its affiliates under such agreements, including as a result of breaches outside of our control. See “Risk Factors—Risks Related to Our Business and Industry—We may not be able to lease sites we own or sublease sites we lease on favorable terms and any such failure could adversely affect our results of operations, financial condition and ability to make distributions to our stockholders” above.

These protections may result in ARKO Parent tolerating greater risks when making decisions than otherwise would be the case, expose us to unexpected costs related to employment matters and the risks of significant interruption in our business operations if ARKO Parent or its service providers are permitted to reduce to cease providing operational and administrative services on which we rely to conduct our business, which may materially affect our business and results of operations.

Certain of the executive officers of ARKO Parent are also our directors and officers, which may create conflicts of interest or the appearance of conflicts of interest.

Certain of ARKO Parent’s current executive officers are also our executive officers, and this could create, or appear to create, potential conflicts of interest when we and ARKO Parent encounter opportunities or face decisions that could have implications for both companies or in connection with the allocation of such officers’ time between ARKO Parent and us. Additionally, Arie Kotler, our Chief Executive Officer and member of our Board of Directors, is also Chief Executive Officer and a member of the board of directors of ARKO Parent. Because of their current or former positions with ARKO Parent, our executive officers own equity interests in ARKO Parent. Continuing ownership of shares of ARKO Parent capital stock and current and future equity awards could create, or appear to create, potential conflicts of interest if we and ARKO Parent face decisions that could have implications for both ARKO Parent and us.

Risk Factors

ARKO Parent may compete with us.

Notwithstanding ARKO Parent’s continued ownership and control of the Company, ARKO Parent will not be restricted from competing with us other than with respect to offering us certain opportunities to participate in joint acquisitions under the Omnibus Agreement. If ARKO Parent in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected.

RISKS RELATED TO OWNERSHIP OF OUR CLASS A COMMON STOCK AND THIS OFFERING

The historical financial information we have included in this prospectus does not reflect what our financial position, results of operations or cash flows would have been had we been a separate public company during the historical periods presented, or what our financial position, results of operations or cash flows will be in the future as a separate public company. Prior to the Transactions, our businesses have been operated by ARKO Parent as part of its broader corporate organization, rather than as a separate public company. ARKO Parent performed various business functions for us such as finance, information technology, legal, human resources, licensing, risk management, fuel procurement, fuel pricing, supply chain and purchasing functions. Our historical financial results reflect allocations of corporate expenses from ARKO Parent or autonomous entity adjustments for such functions and may be different than the expenses we would have incurred had we operated as a separate public company. Following the Transactions, our costs related to such functions may therefore increase. Additionally, after the completion of the Transactions, including this offering, the cost of capital for our businesses may be higher than ARKO Parent’s cost of capital prior to the Transactions. Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as a company separate from ARKO Parent.

There has been no public market for our Class A common stock prior to this offering, and the trading price of our Class A common stock may be volatile.

There has been no public market for our Class A common stock prior to this offering, and an active trading market for our Class A common stock may not develop or be sustained. The initial public offering price of our Class A common stock was determined through negotiation between us and the underwriters. This price does not necessarily reflect the price at which investors in the market will be willing to buy and sell shares of our Class A common stock following this offering. In addition, the trading price of our Class A common stock may fluctuate significantly in response to a number of factors, most of which we cannot predict or control, including:

•

price and volume fluctuations in the overall stock market or of fuel distribution stocks from time to time;

•

actual or anticipated changes in our results of operations or fluctuations in our results of operations, including due to the seasonality of our business;

•

our incurrence of any additional indebtedness or any fluctuations in interest rates impacting our existing indebtedness;

•

our ability to produce timely and accurate financial statements;

Risk Factors

•

the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;

•

announcements by us or our competitors of new offerings or new or terminated significant contracts, commercial relationships, acquisitions, or capital commitments;

•

industry or financial analyst or investor reaction to our press releases, other public announcements and filings with the SEC;

•

rumors and market speculation involving us or other companies in our industry;

•

price and volume fluctuations in the overall stock market from time to time;

•

the expiration of market standoff or contractual lock-up agreements and sales of shares of our Class A common stock by us or our stockholders;

•

failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•

actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

•

litigation or other proceedings involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

•

developments or disputes concerning our intellectual property rights or our solutions, or third-party proprietary rights;

•

new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•

any major changes in our management or our Board of Directors;

•

the global political, economic, and macroeconomic climate, including but not limited to, actual or perceived instability in the banking industry, potential uncertainty with respect to the federal debt ceiling and budget and potential government shutdowns related thereto, labor shortages, supply chain disruptions, potential recession, inflation, and rising interest rates;

•

the impact of political instability, natural disasters, war and/or events of terrorism, such as the conflict in the Middle East and between Russia and Ukraine and the corresponding tensions created from such conflict between Russia, the United States and countries in Europe and the Middle East, as well as other countries such as China;

•

actual or perceived cybersecurity breaches or incidents;

•

any significant change in our management or Board of Directors; and

•

sales of our Class A common stock by us, ARKO Parent, or our officers, directors and employees.

In addition, the trading price of our Class A common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the overall market and the trading price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, would result in substantial costs and a diversion of our management’s attention and resources.

Risk Factors

Furthermore, the trading price of our Class A common stock may be adversely affected by third parties trying to drive down the trading price of our Class A common stock. Short sellers and others, some of whom post anonymously on social media, can negatively affect the trading price of our Class A common stock and may be positioned to profit if the trading price of our Class A common stock declines. These broad market and industry factors may seriously harm the trading price of our Class A common stock, regardless of our operating performance.

The continued concentrated ownership of our common stock could depress our Class A common stock price.

Immediately following the completion of this offering, ARKO Parent will own 35,000,000 shares of our Class B common stock, representing 76.9% of the economic interests in us, and 94.3% of the combined voting power of our Class A common stock and Class B common stock (or 74.3% of the economic interests in us and 93.5% of the combined voting power of our Class A common stock and Class B common stock if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full). The liquidity of shares of our Class A common stock in the market may be constrained for as long as ARKO Parent continues to hold a significant position in our common stock. A lack of liquidity in our Class A common stock could depress the price of our Class A common stock.

We cannot predict the effect our multi-class structure may have on the market price of our Class A common stock.

We cannot predict whether our multi-class structure will result in a lower or more volatile market price of our Class A common stock, adverse publicity or other adverse consequences. For example, certain stock index providers have excluded or limited the eligibility of public companies with multiple classes of shares of common stock from being added to certain stock indices. The multi-class structure of our common stock would therefore make us ineligible for inclusion in indices with such restrictions and, as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track these indices may not invest in our Class A common stock.

In addition, several stockholder advisory firms and large institutional investors have been critical of the use of multi-class structures. Such stockholder advisory firms may publish negative commentary about our corporate governance practices or capital structure, which may dissuade large institutional investors from purchasing shares of our Class A common stock.

These actions could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

Future sales or distributions of shares of our Class A common stock by ARKO Parent could depress our Class A common stock price, impact our operations or result in a change in control of us.

Following completion of this offering, ARKO Parent will hold 35,000,000 shares of Class B common stock, which are convertible into 35,000,000 shares of Class A common stock. After this offering, and subject to the lock-up period described below under “Shares Eligible for Future Sale—Lock-up Agreements,” ARKO Parent generally has the right at any time to sell or otherwise dispose of all or a portion of the shares of our Class B common stock or Class A common stock that it owns to third parties. A sale of a controlling interest in us to a third party would result in persons other than ARKO Parent controlling us and could result in a change of management or changes in our business operations and policies. Sales by ARKO Parent in the public market of substantial amounts of our Class A common stock or a spin-off to its stockholders also could depress the price of our Class A common stock.

Risk Factors

In addition, ARKO Parent will have the right, subject to certain conditions, to require us to file registration statements covering the sale of shares of our Class A common stock issuable upon conversion of its shares of our Class B common stock or to include such shares of our Class A common stock in other registration statements that we may file. In the event ARKO Parent exercises its registration rights and sells all or a portion of its shares of our Class A common stock, the price of our Class A common stock could decline. See “Shares Eligible for Future Sale—Sale of restricted shares.”

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our business or our market, or if they change their recommendations regarding our Class A common stock adversely, the trading price and trading volume of our Class A common stock could decline.

The trading market for our Class A common stock will depend, in part, on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If any of the analysts who cover us change their recommendation regarding our Class A common stock adversely, provide more favorable relative recommendations about our competitors, or publish inaccurate or unfavorable research about our business, the trading price of our Class A common stock would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our securities could decrease, which could cause the trading price and volume of our Class A common stock to decline.

If you purchase our Class A common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

Investors purchasing Class A common stock in this offering will pay a price per share that substantially exceeds the pro forma net tangible book value per share. As a result, investors purchasing Class A common stock in this offering will incur immediate dilution of $19.20 per share, at the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and our pro forma net tangible book value per share as of September 30, 2025. For additional information on the dilution you may suffer as a result of investing in this offering, see the section entitled “Dilution.”

This dilution is due to the substantially lower price paid by ARKO Parent for its shares of our Class B common stock purchased prior to this offering as compared to the price offered to the public in this offering for our Class A common stock.

We are a holding company and have no material assets other than our ownership of interests in various operating companies contributed to us by ARKO Parent in the Transactions and any assets that we may acquire. We do not have any independent means of generating revenue. We intend to cause our subsidiaries to make distributions to us in an amount sufficient to cover all applicable taxes payable and the quarterly dividends declared by us, along with costs to fund our operations. To the extent that we need funds to pay such quarterly cash dividend to holders of our Class A common stock or otherwise, and our subsidiaries are restricted from making such distributions under applicable law or regulation or are otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition and limit our ability to pay dividends to holders of our common stock.

Risk Factors

We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and may in the future rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon completion of this offering, ARKO Parent will hold 94.3% of the total voting power of both classes of our common stock outstanding after this offering (or 93.5% of the total voting power of both classes of our common stock if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full) and will therefore have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions (see “Risk Factors—Risks Related to the Transactions and our Governance Relationship with ARKO Parent—ARKO Parent controls our Company and will have the ability to control the direction of our business”). As a result of the voting power held by ARKO Parent, we will be a “controlled company” within the meaning of the corporate governance rules of Nasdaq. Under these rules, a listed company of which more than 50% of the total voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

•

the requirement that a majority of our Board of Directors consist of independent directors;

•

the requirement that our nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, or if no such committee exists, that our director nominees be selected or recommended by independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate;

•

the requirement that our compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

the requirement for an annual performance evaluation of our nominating and corporate governance and compensation committees.

We do not currently expect or intend to rely on any of these exemptions, but there can be no assurance that we will not rely on these exemptions in the future. If we were to utilize some or all of these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq rules regarding corporate governance.

We expect to incur additional costs as a result of being a public company, which may adversely affect our business, financial condition and results of operations.

Upon completion of this offering, we expect to incur costs associated with corporate governance requirements that will become applicable to us as a public company, including rules and regulations of the SEC, under the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Exchange Act, as well as the rules of Nasdaq. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time-consuming. We also expect these rules and regulations to make it more expensive for us to maintain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. Accordingly, increases in costs incurred as a result of becoming a publicly traded company may adversely affect our business, financial condition and results of operations.

Risk Factors

If we experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.

As a result of becoming a public company, we will be required, under Section 404 of the Sarbanes-Oxley Act of 2002, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning with our Annual Report on Form 10-K for the year ending December 31, 2026. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.

We are further enhancing internal controls, processes and related documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. The effectiveness of our controls and procedures may be limited by a variety of factors, including:

•

faulty human judgment and simple errors, omissions or mistakes;

•

fraudulent action of an individual or collusion of two or more people;

•

inappropriate management override of procedures; and

•

the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial control.

Our auditors will be required to express an opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon the closing of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Risk Factors

Our amended and restated certificate of incorporation will include certain provisions which may have the effect of delaying or preventing a future takeover or change in control that stockholders may consider to be in their best interests. Among other things, our amended and restated certificate of incorporation will provide for (i) limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes, (ii) a prohibition on stockholder action by written consent from and after the Trigger Event (as defined under “Description of Capital Stock—Certain Anti-Takeover Provisions of Delaware Law”), (iii) a forum selection clause, which means certain litigation against us can only be brought in Delaware and (iv) authorized but unissued common stock and preferred stock, which are available for future issuances without stockholder approval. Our equity plans and our officers’ employment agreements provide certain rights to plan participants and those officers, respectively, in the event of a change in control. For more information, see “Description of Capital Stock.”

Under the Senior Notes Indenture, if certain specified change of control events occur, which may include the sale of all or substantially all of ARKO Petroleum’s assets, each holder of the Senior Notes may require ARKO Parent to repurchase all of such holder’s Senior Notes at a purchase price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. In addition, the GPMP Capital One Credit Facility provides for an event of default upon the occurrence of certain specified change of control events, which may include the sale of all or substantially all of ARKO Petroleum’s assets.

Our amended and restated certificate of incorporation will designate specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum, to the fullest extent permitted by law, for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other employees or stockholders to us or our stockholders, creditors or other constituents, or a claim of aiding and abetting any such breach of fiduciary duty, (3) any action asserting a claim against us or any of our directors or officers or other employees or stockholders arising pursuant to, or any action to interpret, apply, enforce any right, obligation or remedy under or determine the validity of, any provision of the Delaware General Corporation Law (“DGCL”) or our amended and restated certificate of incorporation or amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (4) any action asserting a claim that is governed by the internal affairs doctrine, or (5) any other action asserting an “internal corporate claim” under the DGCL shall be the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery does not have subject matter jurisdiction, another state court sitting in the State of Delaware or, if and only if neither the Court of Chancery nor any state court sitting in the State of Delaware has subject matter jurisdiction, then the federal district court for the District of Delaware) (the “Delaware Forum Provision”). Notwithstanding the foregoing, our amended and restated certificate of incorporation will provide that the Delaware Forum Provision will not apply to any actions arising under the Securities Act or the Exchange Act. However, our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, (i) the federal district court for the District of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act and (ii) the Court of Chancery of the State of

Risk Factors

Delaware and the federal district court for the District of Delaware shall be the sole and exclusive forums for the resolution of any derivative claim arising under the Exchange Act (the “Federal Forum Provision”).

The Delaware Forum Provision and the Federal Forum Provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the Delaware Forum Provision or the Federal Forum Provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition or results of operations. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision, but will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Cautionary Note Regarding Forward-Looking Statements

This prospectus contains “forward-looking statements” within the meaning of applicable securities laws. All statements (other than statements of historical facts) in this prospectus regarding our prospects, expectations, intentions, plans, financial position and business strategy may constitute forward-looking statements. Forward-looking statements generally can be identified by the use of terminology such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “should,” “predict,” “project,” “potential,” “continue” or the negatives of these terms or variations of them or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry in which we operate as well as our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate in these circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. 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. They involve risks, uncertainties and assumptions. Many factors could affect our actual results and could cause actual results to differ materially from those expressed in the forward-looking statements.

Risks and uncertainties, the occurrence of which could adversely affect our business and cause actual results to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, the following:

•

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;

•

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

•

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

•

acquisitions not on economically acceptable terms, or acquisitions that do not perform as expected;

•

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

•

the Russia-Ukraine War, Israel-Hamas War, events occurring in response thereto and any expansion of hostilities, as well as the political, economic and social instability in Venezuela and Iran;

•

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;

Cautionary Note Regarding Forward-Looking Statements

•

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;

•

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 will remain a restricted subsidiary and guarantor under the Senior Notes Indenture and will be 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;

•

continued concentrated ownership of our common stock could depress our Class A common stock price;

•

risks related to our multi-class structure on the market price of our Class A common stock;

•

future sales or distributions of shares of our Class A common stock by ARKO Parent could depress our Class A common stock price; and

•

other risks and uncertainties detailed under the section entitled “Risk Factors.”

Additionally, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this prospectus might not prove to be accurate, and you should not place undue reliance upon them or

Cautionary Note Regarding Forward-Looking Statements

otherwise rely upon them as predictions of future events. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Use of Proceeds

We estimate that the net proceeds to us from the sale of shares of our Class A common stock in this offering will be approximately $184.0 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. This assumes an initial public offering price of $19.00 per share, which is the midpoint of the estimated public offering price range on the cover page of this prospectus. If the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full, the net proceeds to us will be approximately $211.8 million.

We intend to use the net proceeds from this offering to repay approximately $184 million of outstanding principal amount under our revolving credit facility (the “Capital One Line of Credit”) provided pursuant to the GPMP Capital One Credit Facility (and $211.8 million if the underwriters exercise their over-allotment option to purchase additional shares of Class A common stock in full). To the extent any proceeds from this offering remain after such repayment, we intend to use such remaining proceeds for general corporate purposes.

As of September 30, 2025, approximately $380.8 million was outstanding under the Capital One Line of Credit, bearing interest at a weighted average rate of 7.4% per annum. Borrowings under the GPMP Capital One Credit Facility bear interest, at our election, at Adjusted Term SOFR plus a margin ranging from 2.25% to 3.25% per annum or an alternate base rate plus a margin ranging from 1.25% to 2.25% per annum, in each case depending on GPMP’s consolidated total leverage ratio. The GPMP Capital One Credit Facility matures on May 5, 2028 and does not require scheduled principal payments prior to maturity. Borrowings to be repaid with the net proceeds of this offering were incurred for general partnership purposes, including working capital, capital expenditures and permitted acquisitions.

We cannot specify with certainty all of the uses of the net proceeds that we will receive from this offering. Accordingly, we will have broad discretion in the application of these proceeds, and our investors will be relying on the judgment of our management regarding the application of the net proceeds of this offering.

Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds that we receive from this offering by approximately $9.8 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, the net proceeds that we receive from this offering by approximately $17.7 million, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

The information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2025:

•

on an actual basis; and

•

on an as adjusted basis to give effect to the issuance and sale of shares of our Class A common stock offered by us in this offering at an assumed offering price of $19.00 per share, which is the midpoint of the estimated price range appearing on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the application of such proceeds as described in the section entitled “Use of Proceeds.”

The information below is not necessarily indicative of what our cash and capitalization would have been had the offering been completed as of September 30, 2025. In addition, it is not indicative of our future cash and capitalization. This table should be read in conjunction with the Contributed Businesses’ audited and unaudited combined financial statements and related notes thereto contained elsewhere in this prospectus, as well as “Prospectus Summary—Summary Combined Financial and Other Data,” “Prospectus Summary—The Transactions,” “Use of Proceeds,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


	As of September 30, 2025
	Actual		As Adjusted
	(in thousands)
Cash and cash equivalents	$	32,993	$	32,993

Debt, including current and long-term
Capital One Line of Credit⁽¹⁾⁽⁴⁾		377,042		193,042
M&T Debt⁽²⁾		11,923		11,923

Total Debt	$	388,965	$	204,965

Stockholders’ Equity
Common stock:
Class A, par value $0.0001 per share; No shares authorized, issued and outstanding as of September 30, 2025; as adjusted: 400,000,000 shares authorized, 10,500,000 shares issued and outstanding⁽³⁾		—		1
Class B, par value $0.0001 per share; No shares authorized, issued and outstanding as of September 30, 2025; as adjusted: 200,000,000 shares authorized, 35,000,000 issued and outstanding⁽³⁾		—		—
Common stock, par value $0.0001 per share; 1,000 shares authorized, issued and outstanding as of September 30, 2025; as adjusted, no shares authorized, issued or outstanding		—		—
Preferred Stock, par value $0.0001 per share; No shares authorized, issued and outstanding as of September 30, 2025; as adjusted: 5,000 shares authorized, none issued or outstanding		—		—
Additional paid-in capital		1		184,000
ARKO Parent’s net investment		43,305		43,305

Total Stockholders’ Equity	$	43,306	$	227,306

Total capitalization	$	432,271	$	432,271

Capitalization

(1)

Does not include $0.5 million of letters of credit outstanding under the Capital One Line of Credit. As of September 30, 2025, we had $418.7 million available for borrowing under the Capital One Line of Credit.

(2)

Composed of (a) $2.4 million outstanding under the line of credit to purchase equipment and (b) $9.5 million of real estate loans. As of September 30, 2025, approximately $33.5 million remained available under ARKO Parent’s equipment line of credit. See “Description of Certain Indebtedness.” In connection with the consummation of this offering, we expect ARKO Parent’s credit agreement with M&T Bank will be amended to remove our subsidiaries as borrowers or guarantors under such facility, and we will concurrently enter into the ARKO Parent Intercompany Notes (as defined herein), which will be subordinated and unsecured, with subsidiaries of ARKO Parent in an aggregate principal amount equal to the portion of the M&T debt attributable to our business. The material terms of the ARKO Parent Intercompany Notes with respect to interest, maturity and the repayment of amounts thereunder will mirror those contained in the M&T Credit Agreement, and are intended to reflect the economics of, and align our payment obligations with, the portion of the indebtedness outstanding under the M&T Credit Agreement that is attributable to our business.

(3)

As part of the Transactions, we will issue to ARKO Parent (in exchange for the 1,000 shares of common stock initially issued to ARKO Parent in connection with its incorporation, which shares will be cancelled as part of the exchange) 35,000,000 shares of our Class B common stock. In this offering, we expect to issue 10,500,000 shares of Class A common stock (or 12,075,000 shares if the underwriters exercise their over-allotment option in full).

(4)

We intend to use the net proceeds from this offering to repay approximately $184 million of outstanding principal amount under our Capital One Line of Credit provided pursuant to the GPMP Capital One Credit Facility. See “Description of Certain Indebtedness” and “Use of Proceeds.”

Dilution

If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma net tangible book value per share of our Class A common stock after this offering. Dilution results from the fact that the per share offering price of the Class A common stock is substantially in excess of the book value (deficit) per share attributable to the shares of our outstanding common stock, all of which, immediately prior to this offering, is held by ARKO Parent.

Net tangible book value per share of Class A common stock is determined by dividing our total tangible assets less our total liabilities by the number of shares of our common stock outstanding. As of September 30, 2025, we had a net tangible book value of $(192.9) million, or $(5.51) per share of Class A common stock.

After giving further effect to receipt of the net proceeds from our issuance and the sale of 10,500,000 shares of Class A common stock in this offering at an assumed initial public offering price of $19.00 per share of Class A common stock, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us and the use of the proceeds of this offering, our pro forma net tangible book value as of September 30, 2025 would have been approximately $(8.9) million, or approximately $(0.20) per share of common stock. This amount represents an immediate increase in net tangible book value of $5.32 per share to our existing stockholder and an immediate dilution of approximately $19.20 per share to new investors participating in this offering. We determine dilution by subtracting the pro forma net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock.

The following table illustrates the calculation of the amount of dilution per share that a purchaser of shares of our Class A common stock in this offering will incur given the assumptions above:


Assumed initial public offering price per share	$	19.00
Net tangible book value per share as of September 30, 2025	$	(5.51	)
Increase in net tangible book value per share attributable to new investors purchasing Class A common stock in this offering	$	5.32

Pro forma net tangible book value per share of Class A common stock upon completion of this offering and the use of the proceeds of this offering as described under “Use of Proceeds”	$	(0.20	)
Dilution per share to new Class A common stock investors from this offering	$	19.20

The above discussion and table exclude an aggregate of 2,275,000 additional shares of our Class A common stock reserved for future awards pursuant to the 2026 Plan.

A $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) would increase or decrease the pro forma net tangible book value per share after this offering by $0.21 per share and increase or decrease the dilution to new investors in this offering by $0.79 per share, in each case assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and less underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their option to purchase from us

Dilution

additional shares of our Class A common stock in full, the pro forma net tangible book value per share of our common stock would be $0.40 per share, and the dilution in net tangible book value per share to investors in this offering would be $18.60 per share of Class A common stock.

Cash Dividend Policy

You should read the following discussion of our cash dividend policy in conjunction with “—Assumptions and Considerations” below, which includes the factors and assumptions upon which we have based our cash dividend policy. In addition, you should read “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for information regarding statements that do not relate strictly to historical or current facts and certain risks inherent in our business, which may impact our ability to pay cash dividends.

This forecast of Adjusted EBITDA and Discretionary Cash Flow in future periods is based on the assumptions described below and other assumptions believed by us to be reasonable as of the date of this prospectus, and such forecast and the discussion below necessarily comprise forward-looking statements. These forward-looking statements are based upon estimates and assumptions about circumstances and events that have not yet occurred and are subject to all of the uncertainties inherent in making projections. This forecast should not be relied upon as fact or as an accurate representation of future results. Future results will be different from this forecast and the differences may be materially less favorable.

For additional information regarding our historical results of operations, you should refer to financial statements included elsewhere in this prospectus.

General

We currently intend to pay a regular quarterly cash dividend of $0.50 per share to holders of our common stock, or $2.00 per share on an annualized basis. Our Board of Directors will determine the amount, timing, and payment of any dividend in its sole discretion taking into account Discretionary Cash Flow, reserves for working capital and investment capital expenditures, debt service, the prudent conduct of our business, and other factors it deems relevant. Our objective is to pay our common stockholders a consistent and growing cash dividend that is sustainable on a long-term basis. Cash dividends paid in respect of our Class A common stock will also be paid in respect of our Class B common stock. As a result, dividends paid on our common stock will be received on a pro rata basis by holders of our Class A common stock and holders of our Class B common stock, which Class B common stock is held indirectly by ARKO Corp.

Our quarterly dividend will initially be set at $0.50 per share of our common stock, or $2.00 per share on an annualized basis, and the amount may be changed in the future without advance notice. We established our quarterly dividend level based upon a targeted payout ratio of approximately 80% of projected annual Discretionary Cash Flow, but the actual amount of any dividend will depend on the circumstances at the time it is determined by our Board of Directors. We expect to pay a quarterly dividend on or about the 60th day following the expiration of each of the first three fiscal quarters and on or about the 80th day following the fourth fiscal quarter to holders of our common stock of record on or about the 11th day preceding the applicable payment date. With respect to our first dividend payable on April 21, 2026, we intend to pay a pro-rated dividend of $0.26 per share of common stock.

Rationale for Our Dividend

We have established our quarterly dividend level after considering the cash flows we expect to generate from the Contributed Businesses, including the assumptions described below. Our Discretionary Cash Flow is likely to fluctuate from quarter to quarter, in some cases significantly, as a result of the

Cash Dividend Policy

seasonality of our business operations and purchasing and payment patterns which change based upon the day of the week and weather conditions, among other factors. Accordingly, during quarters in which our business operations generate Discretionary Cash Flow in excess of the amount necessary to pay our stated quarterly dividend, we may reserve a portion of the excess cash to fund cash distributions in future quarters. In quarters in which we do not generate sufficient cash available to fund our stated quarterly cash dividend, if our Board of Directors so determines, we may use sources of cash not included in our calculation of Discretionary Cash Flow, such as all or any portion of the cash on hand or net cash provided by financing activities, including borrowings under our credit facilities, to pay dividends to holders of our common stock. Although these other sources of cash may be substantial and available to fund a dividend payment in a particular period, we exclude these items from our calculation of Discretionary Cash Flow because we consider them non-recurring or otherwise not representative of the operating cash flows we typically expect to generate. GPMP’s revolving credit facility with Capital One permits GPMP to use proceeds from loans under such credit facility of up to $18 million per fiscal year and $25 million in the aggregate to pay dividends.

Discretionary Cash Flow

For purposes of setting the level of our quarterly dividend, we primarily considered the forecasted Discretionary Cash Flow we expect to generate from the Contributed Businesses. Accordingly, we believe that an understanding of Discretionary Cash Flow is useful to investors in evaluating our ability to pay dividends pursuant to our stated cash dividend policy. Generally, we expect to calculate “Discretionary Cash Flow” each quarter as net cash provided by operating activities:

•

less changes in operating assets and liabilities, maintenance capital expenditures, charges to allowance for credit losses, and non-cash rent income (expense);

•

plus acquisition costs, amortization of deferred income net of prepaid to related party, and certain other expenses (income).

This measure is not a guarantee of actual dividends and should not be relied upon as an indicator of amounts that will be available in any future period. For a further discussion of non-GAAP metrics, such as Adjusted EBITDA and Discretionary Cash Flow and their limitations as analytical tools, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures.”

Limitations on Cash Dividends and Our Ability to Change Our Cash Dividend Policy

There is no guarantee that we will pay a quarterly cash dividend, or any quarterly cash dividends, to holders of our common stock. We do not have a legal obligation to pay our initial quarterly dividend or any other dividend, or a minimum dividend amount. We may change our cash dividend policy at any time, and such policy is subject to certain restrictions and uncertainties, including the following:

•

Section 170 of the DGCL allows our Board of Directors to declare and pay dividends on the shares of our common stock either:

•

out of our surplus, as defined in and computed in accordance with the DGCL; or

•

if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

•

We may lack sufficient cash to pay dividends to holders of our common stock due to cash flow shortfalls attributable to a number of operational, commercial or other factors, including increases in our operating or general and administrative expenses, principal and interest payments on our outstanding debt, income tax expenses, working capital requirements and capital expenditures or other anticipated cash needs.

Cash Dividend Policy

•

We do not have a minimum quarterly dividend or employ structures intended to maintain or increase quarterly dividends over time.

•

Our Board of Directors has the authority to establish cash reserves for the prudent conduct of our business, and the establishment of, or increase in, those reserves could result in a reduction in cash distributions to our stockholders. Neither our amended and restated certificate of incorporation nor our amended and restated bylaws will set a limit on the amount of cash reserves that our Board of Directors may establish. Any decision to establish cash reserves made by our Board of Directors will be binding on our stockholders.

•

Our credit facilities include customary affirmative and negative covenants, that, among other things, limit or restrict our ability (as well as the ability of our subsidiaries) to pay dividends, as further described in “Description of Certain Indebtedness.”

•

Our sole cash-generating asset is our interest in our subsidiaries. Therefore, our cash flow and resulting ability to make distributions are completely dependent upon the ability of our subsidiaries to make distributions.

Estimated Discretionary Cash Flow for the Year ending December 31, 2026

Our Adjusted EBITDA and Discretionary Cash Flow for the twelve months ended September 30, 2025 were approximately $142 million and approximately $88 million, respectively (please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures” for a reconciliation of such non-GAAP measures to their most directly comparable GAAP measures). We forecast that our Adjusted EBITDA and Discretionary Cash Flow for the year ending December 31, 2026 will be approximately $156 million and approximately $110 million, respectively. Such Discretionary Cash Flow amount (together with our other sources of liquidity) would be sufficient to pay our initial quarterly dividend of $0.50 per share on all shares of our Class A common stock and Class B common stock outstanding immediately following completion of this offering for each quarter in the year ending December 31, 2026. We are 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 our capital allocation as part of our focus on strategic and organic growth, as well as inputs related to working capital adjustments.

We are providing this forecast to supplement our historical combined financial statements and to support our belief that we will have sufficient Discretionary Cash Flow to allow us to pay a regular quarterly dividend on all of our common stock outstanding immediately after completion of this offering for each quarter in the year ending December 31, 2026, at our initial quarterly dividend of $0.50 per share (or $2.00 per share on an annualized basis). Please read “—Assumptions and Considerations” for further information as to the assumptions on which we have based our forecast.

Our forecast is a forward-looking statement and reflects our best estimates and judgment as of the date of this prospectus of the conditions we expect to exist and the results of operations of the Contributed Businesses for the year ending December 31, 2026. See “Cautionary Note Regarding Forward-Looking Statements.” This forecast should be read together with the historical combined financial statements and the accompanying notes thereto included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We believe that we have a reasonable basis for these assumptions and that, if these assumptions materialize, our actual results of operations will not materially differ from those reflected in our forecast, but we can give no assurance that our

Cash Dividend Policy

forecasted results will be achieved. The assumptions and estimates underlying the forecast, as described below under “—Assumptions and Considerations,” are inherently uncertain and, although we consider them reasonable as of the date of this prospectus, they are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from forecasted results, including, among others, the risks and uncertainties described in “Risk factors.” For purposes of our forecast, we have assumed that no unexpected risks will materialize during the forecast period. Any of the risks discussed in this prospectus, to the extent they occur, could cause actual results of operations to vary materially from those that would enable us to generate sufficient cash available to pay the aggregate annualized regular quarterly dividend on all outstanding shares of our common stock for the year ending December 31, 2026, calculated at the initial quarterly dividend of $0.50 per share per quarter (or $2.00 per share on an annualized basis). Accordingly, there can be no assurance that the forecast will be indicative of our future performance or that actual results will not differ materially from those presented in the forecast. If our forecasted results are not achieved, we may not be able to pay a regular quarterly dividend to holders of our common stock at our initial quarterly dividend or at all. Inclusion of the forecast in this prospectus should neither be regarded as a fact nor a representation by us, the underwriters or any other person that the results contained in the forecast will be achieved.

The accompanying forecast was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. Neither our independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to our forecast, nor have they expressed any opinion or any other form of assurance on our forecast or its achievability, and neither our independent auditors nor any other independent accountants assume responsibility for, or claim any association with, our forecast.

We do not undertake any obligation to release publicly any revisions or updates that we may make to the forecast, or the assumptions used to prepare the forecast, to reflect events or circumstances after the date of this prospectus. In light of this, the statement that we believe we will have sufficient cash available for distribution (together with our other sources of liquidity) in amounts sufficient to allow us to pay the full regular quarterly dividend on all of our common stock outstanding immediately after the completion of this offering for each quarter in the year ending December 31, 2026 (based on our initial quarterly dividend of $0.50 per share (or $2.00 per share on an annualized basis) should neither be regarded as a fact nor a representation by us, the underwriters or any other person that we will pay such dividends. Therefore, you are cautioned not to place undue reliance on this information.

Assumptions and Considerations

Set forth below are the material assumptions that we have made in connection with our ability to generate our estimated Adjusted EBITDA and Discretionary Cash Flow for the year ending December 31, 2026. The forecast has been prepared by and is the responsibility of our management. Our forecast reflects our judgment of the conditions we expect to exist and the course of action we expect to take during the forecast period. While the assumptions disclosed in this prospectus are not all inclusive, such assumptions are those that we believe are material to our forecasted results of operations. We believe we have a reasonable basis for these assumptions. However, we can give no assurance that our forecasted results will be achieved. We have assumed that no unexpected risks will materialize during the forecast periods. There will likely be differences between our forecasted and our historical results, and those differences may be material and adverse. If our forecast is not achieved, we may not be able to pay cash dividends on our common stock at the initial quarterly dividend level or at all.

Cash Dividend Policy

General Considerations

•

The forecast assumes that we will raise net proceeds of $184 million in this offering (after deducting underwriting discounts and commissions and estimated offering expenses) through the issuance of 10,500,000 shares of Class A common stock at a price of $19.00 per share. The forecast also assumes that the proceeds of this offering will be used as described in “Use of Proceeds” elsewhere in this prospectus, and that in connection with the completion of this offering, the other transactions contemplated upon under the heading “Prospectus Summary—The Transactions” will have been completed on or prior to the closing of this offering (other than the exercise by the underwriters of their over-allotment option to purchase additional shares of our Class A common stock).

The volume of motor fuel distributed by us is the primary factor that will influence whether the realized amount of Discretionary Cash Flow for the year ending December 31, 2026 will be above or below our forecast. Various factors can impact our volumes as described further under “Risk Factors—Risks Related to our Business and Industry” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends Impacting Our Business.” Our forecast includes assumptions with respect to the gallons distributed or sold in the year ending December 31, 2026, including without limitation, the following:

•

For the forecast period, we have estimated that we will distribute approximately two billion gallons of motor fuel in aggregate across all of our segments, which is consistent with the approximately two billion gallons we distributed for the twelve months ended September 30, 2025.

•

Our estimated gallons for the forecast period include an assumption that we will add an additional 50 million gallons of volume for the year ending December 31, 2026 as a result of our acquisitions from third parties of businesses or assets in our wholesale segment, offsetting an estimated decline in gallons from comparable wholesale sites consistent with historical trends. We estimate that the pre-tax benefit of such acquisitions to our Discretionary Cash Flow for the year ending December 31, 2026 will be approximately $5.1 million. While we have identified two potential acquisition opportunities that are currently under exclusivity based on executed non-binding letters of intent, we have not entered into definitive purchase agreements for any acquisitions, and in 2025 we did not pursue acquisition opportunities at our historical levels, as our management has focused on ARKO Parent’s transformation plan, related dealerization strategy and execution of this offering. While management believes this to be a reasonable assumption given the broad addressable market of acquisition targets and management’s track record of identifying and successfully executing on acquisition opportunities, our ability to identify and convert such opportunities, including the opportunities currently under letter of intent, is subject to a number of contingencies, known and unknown, and we cannot assure you that we will be able to reach agreement with any acquisition target on the timing or terms that we have forecasted herein. See also “—If our acquisitions are not on economically acceptable terms, or if our acquisitions do not perform as we expect, our future growth may be negatively impacted” and “—We may be unable to successfully integrate acquired operations or otherwise realize the expected benefits from our acquisitions, which could adversely affect the expected benefits from our acquisitions and our results of operations and financial condition” under “Risk Factors—Risks Related to our Business and Industry.” We would expect to finance any such acquisitions with additional borrowings under our credit facilities.

Our forecast also includes assumptions with respect to fuel margins for the year ending December 31, 2026, including without limitation, the following:

•

For our GPMP segment, we have assumed and given effect to the 1.0 cent per gallon increase, from 5.0 cents per gallon to 6.0 cents per gallon, in the fixed margin paid to us by ARKO Parent for the

Cash Dividend Policy

supply of fuel to substantially all of the ARKO Retail Sites as well as the fixed fee charged to certain ARKO Retail Sites that are not supplied by us. We estimate that the pre-tax benefit of such increase in margin to our Discretionary Cash Flow for the year ending December 31, 2026 is approximately $7.5 million.

•

For our Wholesale segment, we expect our margin to slightly decline for the forecast period as we plan to increase our short-term commercial gallons that generally have lower margins. However, we expect our margins on both fuel supply and consignment sites to remain stable for the forecast period as compared to fiscal years 2023, 2024 and the twelve months ended September 30, 2025.

•

For our Fleet Fueling segment, we expect our margins to be between the margins we experienced in 2024 and 2025, reflecting what we believe were elevated margins in 2025.

See “Risk Factors—Risks Related to our Business and Industry—Our financial condition and results of operations are influenced by changes in the wholesale prices of motor fuel, which may materially adversely impact our sales, operations, customers’ financial condition and the availability of trade credit” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends Impacting Our Business.”

In addition to the foregoing, our forecast described above is also based on the following assumptions:

•

In our estimates, we have included a full year benefit of ARKO Retail Sites converted to dealers through December 31, 2025 and the partial year benefit of ARKO Retail Sites anticipated to be converted to dealers during the year ending December 31, 2026.

•

We estimate maintenance capital expenditures of approximately $10 million for the year ending December 31, 2026, which reflects an increase of approximately $4.3 million from such expenditures for the twelve months ended September 30, 2025, primarily as a result of incremental capital expenditures related to replacement of point of sale equipment at consignment locations in our Wholesale segment. We estimate investment capital expenditures of approximately $110 million to $130 million for the year ending December 31, 2026. Examples of investment capital expenditures include costs related to mergers and acquisitions activities, the conversion of ARKO Parent Retail Sites to wholesale sites and new-to-industry cardlock sites in our Fleet Fueling segment. Maintenance capital expenditures reduce Discretionary Cash Flow but investment capital expenditures do not.

•

Based on net proceeds of $184 million in this offering and the use of proceeds as described in “Use of Proceeds” and the foregoing assumptions, we have estimated a reduction of approximately $10 million in cash interest expense for the year ending December 31, 2026, as compared to approximately $38 million for the twelve months ended September 30, 2025, which reflects the pre-tax impact benefit to our Discretionary Cash Flow for the year ending December 31, 2026 as compared to the twelve months ended September 30, 2025.

•

Additionally, we estimate an increase to our Discretionary Cash Flow of approximately $2.3 million for the year ending December 31, 2026, as compared to the twelve months ended September 30, 2025, reflecting a tax payment benefit primarily driven by the foregoing assumptions.

Additionally, our estimated results of operations for the forecast period are based on the following assumptions related to regulatory, industry and economic factors:

•

no material adverse effects to our business, industry or our suppliers’, ARKO Parent’s or any of our customers’ businesses or operations;

•

no material adverse effects to our business or industry on account of natural disasters;

Cash Dividend Policy

•

no material adverse change resulting from supply disruptions or reduced demand for fuel products;

•

no material adverse changes to our wholesale contract renewal rates;

•

no rapid and material commodity price changes;

•

no material adverse change to tax rates applicable to us;

•

no material adverse changes in market, regulatory and overall economic conditions; and

•

no material adverse changes in the existing regulatory framework.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our results of operations, financial condition, liquidity and cash flows for the periods presented below. This discussion should be read in conjunction with our unaudited interim and audited annual combined financial statements and related notes contained elsewhere in this prospectus. Additionally, the following discussion and analysis contains forward-looking statements about our expectations, beliefs, plans and intentions regarding our business, financial condition, results of operations, strategies and prospects. You can identify forward-looking statements by the fact that these statements do not relate to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. 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 set forth under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” contained elsewhere in this prospectus.

Overview

Based in Richmond, VA, we were incorporated under the laws of Delaware on July 2, 2025 as an indirect wholly owned subsidiary of ARKO Parent (Nasdaq: ARKO). Immediately prior to this offering, ARKO Parent will have contributed to us all of its Wholesale and Fleet Fueling businesses and the rights to supply fuel to substantially all of ARKO Parent’s retail convenience stores that sell fuel (together, the “Business”). Our operations are primarily performed by our wholly owned subsidiaries: GPME and GPMP.

We are engaged in (i) wholesale activity, which includes the supply of fuel to gas stations operated by third-party dealers, (ii) fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and the issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites, and (iii) the wholesale distribution of fuel to substantially all of the ARKO Retail Sites operated by ARKO Parent (through its wholly owned subsidiary, GPM Investments, LLC (“GPM”) and its wholly owned subsidiaries). As of September 30, 2025, we supplied fuel to 2,053 gas stations operated by dealers and to 1,158 ARKO Retail Sites, and we operated 288 cardlock locations (unstaffed fueling locations). We are well diversified geographically and as of September 30, 2025, operated in the District of Columbia and more than 30 states in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States.

Description of Segments

Our reportable segments are described below.

Wholesale Segment

Our wholesale segment supplies fuel to dealers, sub-wholesalers, and bulk and spot purchasers, on either a cost plus basis or consignment basis. For consignment arrangements, we retain ownership of the fuel

Management’s Discussion and Analysis of Financial Condition and Results of Operations

inventory at the site until the time of sale to the ultimate customer by the dealer, we are responsible for the pricing of the fuel to the end consumer, and we share the gross profit generated from the sale of the fuel by the dealers. In certain cases, gross profit is split based on a percentage and in others, we pay a fixed fee per gallon to the dealer. For cost plus arrangements, we sell fuel to dealers and bulk and spot purchasers on a fixed-fee basis. The sales price is determined according to the terms of the relevant agreement with the dealer, which generally includes a stated reference price for the fuel plus the cost of transportation and a margin. We generally retain any prompt pay discounts and rebates.

Fleet Fueling Segment

Our fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites.

GPMP Segment

Our GPMP segment includes the sale and supply of fuel to substantially all ARKO Retail Sites, at our cost of fuel (including taxes and transportation) plus a fixed margin (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter), and the GPMP segment charges a fixed fee (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter) to certain ARKO Retail Sites that are not supplied by us. In addition, the GPMP segment includes the sale of fuel to substantially all of our wholesale locations at our cost of fuel (including taxes and transportation) plus a fixed margin (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter), and the GPMP segment charges a fixed fee (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter) primarily to fleet fueling locations that are not supplied by the GPMP segment. All inter-segment transactions are eliminated in our combined results of operations. Through the end of the second quarter of 2025, the GPMP segment also supplied fuel to a limited number of dealers.

Basis of Presentation

The audited combined financial statements (the “annual combined financial statements”) and the unaudited interim condensed combined financial statements (the “interim combined financial statements” and together, the “combined financial statements”), which are contained elsewhere in this prospectus, present our historical financial position, results of operations, changes in net investment and our cash flows in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

We have historically operated as part of ARKO Parent and not as a separate, publicly traded company. The combined financial statements have been derived from ARKO Parent’s audited and reviewed consolidated financial statements and historical accounting records, carved out of the activity of ARKO Parent and combined. All revenues and costs as well as assets and liabilities directly associated with our Business have been included in the combined financial statements. The combined financial statements also include allocations of certain operating and corporate expenses from ARKO Parent relating to the Business. The allocations have been determined on a reasonable basis; however, the allocations are not necessarily representative of the amounts that would have been reflected in the combined financial statements had we been an entity that operated separately from ARKO Parent during the periods presented. Further, the combined financial statements are not reflective of what our results of operations, financial position, equity or cash flows might be in the future as a separate public company.

Immediately prior to this offering, we entered into a Management Services Agreement with ARKO Parent, whereby ARKO Parent has agreed to provide or cause to be provided certain services to us, which were previously included as part of the allocations from ARKO Parent. As consideration, we agreed to pay ARKO Parent a fee for such services. See the section entitled “Certain Relationships and

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Related Party Transactions.” Related party allocations, including the method for such allocations, are discussed further in Note 17 to the annual combined financial statements.

For example, our historical combined financial statements include expense allocations for certain support functions that are provided on a centralized basis within ARKO Parent, such as certain ARKO Parent expenses and shared service functions provided by ARKO Parent. Following this offering, under the Management Services Agreement, ARKO Parent will continue to provide us with some of the services related to these functions for agreed-upon fees, and we will incur other costs to replace the services and resources that will not be provided by ARKO Parent. We will also incur additional costs as a separate public company. Our total costs related to such support functions may differ from the costs that were historically allocated to us from ARKO Parent. These additional costs are primarily for the following:

•

additional personnel costs, including salaries, benefits and potential bonuses or stock-based compensation awards for staff, including staff additions to replace support provided by ARKO Parent that is not covered by the Management Services Agreement; and

•

corporate governance costs, including director and officer insurance costs, board of director compensation and expenses, audit and other professional services fees, annual report and proxy statement costs, SEC filing fees, transfer agent fees, consulting and legal fees and Nasdaq listing fees.

Certain factors could impact the nature and amount of these separate public company costs, including the finalization of our staffing and infrastructure needs. We may incur different costs associated with being a standalone public company, which would result in costs that vary from the costs that have been allocated to us in the combined financial statements.

ARKO Parent used a centralized approach to cash management and financing of its operations, except with respect to GPMP, which has had, and continues to have, its own credit facility. See “—Liquidity and Capital Resources.”

Factors Affecting Results of Operations and Comparability

We achieved strong growth over the last decade, driven primarily by a highly successful acquisition strategy. In total, since 2013, we and ARKO Parent have consummated 26 transactions with an aggregate purchase price of approximately $1.8 billion, inclusive of third party related financing. Further, between January 1, 2015 and September 30, 2025, we and ARKO Parent grew our gallons distributed or sold by a CAGR of 14%. Most recently, in April 2024, we acquired the right to supply fuel to 21 convenience stores ARKO Parent acquired from a third-party located in Michigan (the “SpeedyQ Acquisition”). In March 2023, we acquired 181 dealer locations, a commercial, government, and industrial business, and certain distribution and transportation assets from Transit Energy Group, LLC (the “TEG Acquisition”), as well as the right to supply fuel to 135 convenience stores ARKO Parent acquired as part of the TEG Acquisition. In June 2023, we completed our acquisition of 68 proprietary GASCARD-branded cardlock sites and 43 private cardlock sites for fleet fueling operations located in Western Texas and Southeastern New Mexico from WTG Fuels Holdings, LLC (the “WTG Acquisition”) and the right to supply fuel to the 24 convenience stores ARKO Parent acquired as part of the WTG Acquisition (together with the TEG Acquisition, the “2023 Acquisitions”). In July 2022, we completed our acquisition of certain assets from Quarles Petroleum, Incorporated (the “Quarles Acquisition”), which included on the acquisition date 121 proprietary Quarles-branded cardlock sites and 63 third-party cardlock sites for fleet fueling operations, and 46 dealer locations. Total consideration for the Quarles Acquisition was approximately $173 million, including approximately $43 million from ARKO Parent, excluding the payment for inventory acquired in the transaction, and approximately $130 million funded by Blue Owl under ARKO Parent’s program agreement with Blue Owl. We earned back our entire portion of the ARKO Parent consideration by the end of the third quarter of 2023. In

Management’s Discussion and Analysis of Financial Condition and Results of Operations

December 2022, we acquired the right to supply fuel to 31 convenience stores ARKO Parent acquired from a third-party (the “Pride Acquisition,” and together with the Quarles Acquisition, the “2022 Acquisitions”). Our strategic acquisitions have had, and may continue to have, a significant impact on our reported results and can make period to period comparisons of results difficult.

Starting in the middle of 2024, ARKO Parent commenced a multi-year transformation plan that includes the conversion of a meaningful number of ARKO Retail Sites to dealer locations. The conversion of an ARKO Retail Site that had been supplied by GPMP to a dealer location effectively shifts that site from our GPMP segment to our wholesale segment. Through September 30, 2025, our sales team successfully converted 347 ARKO Retail Sites to dealer sites, and we expect that ARKO Parent will convert a meaningful number of additional sites throughout the balance of 2025 and 2026.

Our Wholesale and Fleet Fueling businesses and GPMP’s wholesale distribution of fuel to substantially all of the ARKO Retail Sites have provided stable, ratable cash flows that can be deployed to pursue accretive acquisitions and invest in our business, and we believe our significant size and scale aids our efforts to successfully deploy our growth strategies, which we anticipate will result in value accretion. Additionally, we believe our low leverage profile and anticipated cash flows position us to consistently return capital to stockholders through dividends.

The following table provides a history of our acquisitions, site conversions and site closings for the periods noted, for the wholesale, fleet fueling and GPMP segments:


	For the Nine Months Ended September 30,						For the Year Ended December 31,
Wholesale Segment ¹	2025			2024			2024			2023			2022
Number of sites at beginning of period		1,922			1,825			1,825			1,674			1,628
Acquired sites		—			—			—			190			46
Newly opened or reopened sites ²		16			30			39			83			74
ARKO Retail Sites converted to consignment or fuel supply locations		194			51			153			16			17
Fuel supply locations converted to fleet fueling sites		—			—			—			(1	)		—
Closed or divested sites		(79	)		(74	)		(95	)		(137	)		(91	)

Number of sites at end of period		2,053			1,832			1,922			1,825			1,674

Excludes bulk and spot purchasers.

Includes all signed fuel supply agreements irrespective of fuel distribution commencement date.


	For the Nine Months Ended September 30,						For the Year Ended December 31,
Fleet Fueling Segment	2025			2024			2024			2023			2022
Number of sites at beginning of period		280			298			298			183			—
Acquired sites		—			—			—			111			184
Newly opened or reopened sites		11			1			1			6			—
Fleet fueling sites converted from fuel supply locations		—			—			—			1			—
Closed or divested sites		(3	)		(18	)		(19	)		(3	)		(1	)

Number of sites at end of period		288			281			280			298			183

Management’s Discussion and Analysis of Financial Condition and Results of Operations


	For the Nine Months Ended September 30,						For the Year Ended December 31,
GPMP Segment – related party sites (ARKO Retail Sites)	2025			2024			2024			2023			2022
Number of sites at beginning of period		1,356			1,499			1,499			1,357			1,357
Acquired sites		—			21			21			166			31
Newly opened or reopened sites		2			1			1			1			—
ARKO Retail Sites converted to consignment or fuel supply locations		(194	)		(51	)		(153	)		(16	)		(17	)
Sites closed, divested or converted to rentals		(6	)		(12	)		(12	)		(9	)		(14	)

Number of sites at end of period		1,158			1,458			1,356			1,499			1,357

Trends Impacting Our Business

The number of fuel gallons we sell and the related margin that we earn per gallon significantly impact our results of operations. Fuel gallons sold to dealers at fuel supply locations and consignment agent locations are dependent on the volume at these locations, which is impacted by the macroeconomic environment, weather and other factors. Fuel gallons sold at proprietary and third-party cardlock locations and to ARKO Retail Sites are impacted by changes in the number of locations, macroeconomic environment, weather, crude oil pricing and other factors. Fuel margins for our fleet fueling sites and consignment locations can change rapidly because they are influenced by many factors, including: the wholesale cost of fuel; interruptions in supply caused by severe weather; supply chain disruptions; refinery mechanical failures; and competition in the local markets in which we operate.

The cost of our main products, gasoline and diesel fuel, is greatly impacted by the wholesale cost of fuel in the United States. We pass wholesale fuel cost changes to our customers including ARKO Retail Sites and our cost-plus customers and attempt to pass wholesale fuel cost changes to our fleet fueling and consignment customers through price changes; however, we are not always able to do so. Competitive conditions primarily affect the timing of any related increase or decrease in retail prices. We tend to realize lower fuel margins when the cost of fuel is increasing gradually over a longer period and higher fuel margins when the cost of fuel is declining or more volatile over a shorter period of time. Because market and geopolitical conditions constrain, from time to time, the supply of fuel, including diesel fuel in particular, we maintain terminal storage of diesel fuel for short-term supply needs for our fleet fueling sites.

Additionally, the significant increase in the rate of inflation in the U.S. in recent years and the effect of higher prevailing interest rates has reduced consumer purchasing power. The persistence of, or increase in, inflation could negatively impact the demand for our fuel, including due to consumers reducing travel, which could reduce sales volumes.

How We Evaluate and Assess Our Business

Our management analyzes and evaluates our performance using a variety of financial measurements. Key measures include the following:

Fuel Gallons Sold

Fuel gallons sold to dealers at fuel supply locations and consignment agent locations are dependent on the volume at these locations, which is impacted by the macroeconomic environment, weather and other factors. Fuel gallons sold at proprietary and third-party cardlock locations are impacted by attrition of commercial accounts and new cardlock locations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Fuel Gallons Sold – Related Party

Our fuel volume sold to related party locations (ARKO Retail Sites) is pursuant to a long-term fuel distribution contract with ARKO Parent at a fixed, volume-based fee. Fuel gallons sold to ARKO Retail Sites are impacted by the changes in the number of ARKO Retail Sites, the macroeconomic environment, weather, crude oil pricing and other factors. As ARKO Parent continues to convert ARKO Retail Sites to dealer locations, we expect that the number of fuel gallons sold to ARKO Parent will decrease while wholesale fuel gallons sold will increase.

Fuel Contribution and Fuel Margin, Cents per Gallon

Fuel contribution is fuel revenue less fuel costs, and fuel margin, cents per gallon, is fuel contribution divided by the number of gallons sold.

In consignment arrangements, gross profit generated from the sale of the fuel is allocated between us and the dealer based on the terms of the relevant agreement with the dealer. In certain cases, gross profit is split based on a percentage and in others, we pay a fixed fee per gallon to the dealer. We arrange the delivery of fuel from our suppliers to our consignment locations.

In fuel supply arrangements, we sell fuel to dealers and bulk and spot purchasers on a fixed-fee basis. The sales price to the dealer is determined according to the terms of the relevant agreement with the dealer, which generally includes a stated reference price for the fuel plus the cost of transportation and a margin, and we usually retain any prompt pay discounts and rebates.

Fuel contribution related to proprietary and third-party cardlock locations is usually determined by market rates for fuel at the time of delivery to the ultimate customer.

Fuel Contribution and Fuel Margin, Cents per Gallon – Related Party

Fuel contribution related to related parties is a result of the fixed fee per gallon on the fuel we distribute to ARKO Parent. We arrange for fuel to be delivered from our suppliers to substantially all ARKO Retail Sites. The sales price to ARKO Parent includes the cost of transportation, with ARKO Parent retaining any prompt pay discounts and rebates. As a result, our cost to purchase fuel and any transportation costs that we incur are generally passed through to ARKO Parent, and therefore, do not have a substantial impact on our fuel contribution and fuel margin, cents per gallon relative to related parties.

Comparable wholesale sites and comparable fleet fueling sites

In the following narratives, we disclose certain measures on a “comparable wholesale sites” or “comparable fleet fueling sites” basis, which are non-GAAP measures. Information disclosed on a “comparable wholesale sites” basis excludes wholesale sites added through the 2023 Acquisitions, the Quarles Acquisition and ARKO Retail Sites converted to dealers, until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. Information disclosed on a “comparable fleet fueling sites” basis excludes fleet fueling sites added through the WTG Acquisition and the Quarles Acquisition until the first quarter in which these sites had a full quarter of fleet fueling activity in the prior year. See “Use of Non-GAAP Measures.”

Adjusted EBITDA

We define Adjusted EBITDA as net income before net interest expense, income taxes, depreciation and amortization, and 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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

We believe that the presentation of Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that we use internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing our operating performance. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Discretionary Cash Flow

We define 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 income (expense), and (ii) plus acquisition costs, amortization of deferred income net of prepaid to related party, and certain other expenses (income). We believe that the presentation of Discretionary Cash Flow provides useful information to investors for evaluating our liquidity. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP liquidity measure and related reconciliation to net cash provided by operating activities.

Components of Operating Results

Fuel Revenues

Our fuel revenues are primarily from the fee-based wholesale distribution of fuel to dealers under long-term contracts, and we sell fuel at our fleet fueling locations.

Wholesale

•

Consignment arrangements—In arrangements of this type, we own the fuel until the date of sale to the ultimate customer by the dealers, and the gross profit generated from the sale of the fuel is allocated between us and the dealer based on the terms of the relevant agreement with the dealer. In certain cases, gross profit is split based on a percentage, and in others, we pay a fixed fee per gallon to the dealer. We recognize revenues on the date of the sale to the ultimate customer (i.e., upon dispensing of the fuel by the customer).

•

Fuel supply arrangements—In arrangements of this type, the dealer purchases the fuel from us, and we recognize revenue upon delivery of the fuel to the dealer. The sales price to the dealer is determined according to the terms of the relevant agreement with the dealer, which generally includes a stated reference price of the fuel plus the cost of transportation and a margin. We generally retain any prompt pay discounts and rebates.

Fleet Fueling

•

Fuel revenue from cardlock locations—Transaction prices for the sale of fuel at cardlock locations are typically at market rates for the products at the time of delivery to the ultimate customer. We recognize revenues from the sale of fuel, less applicable discounts, upon delivery of the fuel to the ultimate customer, which is the point at which control and title are transferred, the customer has accepted the product and the customer has significant risks and rewards of owning the product.

Fuel Revenues – Related Party

Our fuel revenues – related party is from the fee-based wholesale distribution of fuel to ARKO Parent under long-term contracts.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

GPMP

•

Revenues from the sale of fuel to substantially all of ARKO Retail Sites—Revenues from the sale of fuel are recorded at our cost of fuel (including taxes and transportation) plus a fixed margin (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter). The sales price to ARKO Parent includes the cost of transportation, with ARKO Parent receiving any prompt pay discounts and rebates.

Other Revenues

Other revenues include rental income from operating leases, on leased and subleased property to dealers and other third-parties, which we recognize on a straight-line basis based upon the term of the tenant’s lease or sublease.

In addition, other revenues include commissions from the sale of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites, recognized at the time of the sale to the customer, as well as other fees paid by customers.

Other Revenues – Related Party

Other revenues – related party include charges by GPMP of a fixed fee (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter) to certain of ARKO Retail Sites that are not supplied by us, as well as revenues from transportation services provided to ARKO Retail Sites.

Fuel Costs and Fuel Costs – Related Party

We include in fuel costs all costs incurred to acquire fuel, including the costs of purchasing and transporting inventory prior to delivery to customers. We primarily utilize third-party carriers to transport fuel inventory to each location.

We record discounts and rebates received from suppliers as a reduction of inventory cost if the discount or rebate is based upon purchases. Discounts and rebates conditional upon the volume of the purchases or on meeting certain other goals are included on a basis relative to the progress toward the goals required to obtain a discount or rebate, as long as receiving the discounts or rebates is reasonably assured and its amount can be reasonably estimated. The estimate of meeting the goals is based, among other things, on contract terms and historical purchases/sales as compared to required purchases/sales.

Certain upfront amounts paid to us by fuel suppliers for renovation and upgrade costs associated with the rebranding of gas stations are presented as a liability and are recorded to operations as a reduction of fuel costs on a straight-line basis relative to the period of the agreement.

Site Operating Expenses, Including Allocated Expenses

Our site operating expenses include rent, credit card fees, repairs and maintenance, utilities, telephone, upkeep and taxes, insurance, supplies, and certain other expenses.

General and Administrative Expenses, Including Allocated Expenses

Our general and administrative expenses include salaries and wages, licenses and permits, legal, audit and professional fees and certain other expenses, as well as an allocation for certain ARKO Parent corporate expenses and shared service functions provided by ARKO Parent. These expenses have been allocated on the basis of estimated usage based on allocation methodologies which include, but are not limited to, total revenues and number of employees. Costs related to being a publicly traded company were not included in the cost allocation in the combined financial statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Depreciation and Amortization, Including Allocated Expenses

Depreciation expense is recognized using the straight-line method over the estimated useful lives of the related assets, primarily including buildings and leasehold improvements, fuel equipment and office equipment. Amortization of leasehold improvements is recorded using the straight-line method based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured or the estimated useful lives. Amortization of finite lived intangible assets is provided using the straight-line method of amortization over the estimated useful lives of the intangible assets.

Interest and Other Financial Expenses, Net, Including Allocated Expenses

Interest expense is primarily comprised of interest incurred under our variable and fixed financing arrangements, primarily under our Capital One Line of Credit (as defined in “Liquidity and Capital Resources”), as well as interest related to financing lease liabilities and financial liabilities related to leases.

Legislative Update

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law. The OBBB reinstated several key income tax provisions that were initially part of the U.S. Tax Cuts and Jobs Act of 2017, but which had been phased out in recent years or were set to expire in 2025, and made other changes to income tax provisions, many of which are not effective until 2026. The OBBB, among other things, repealed the mandatory capitalization of domestic research and development expenditures under Internal Revenue Code Section 174, extended the ability to take 100% bonus depreciation, reinstituted the EBITDA-based Section 163(j) calculation, revised international tax regimes, and accelerated the phase out of clean energy credits.

We have evaluated the impact of the OBBB and reflected its projected effects in the interim combined financial statements. Specifically, we anticipate a favorable impact on the timing of cash paid for taxes during 2025, resulting in a reduction of approximately $6.2 million for the year ending December 31, 2025. We do not anticipate that the OBBB will have a material impact on our effective tax rate for 2025. We will continue to monitor future guidance and developments related to the OBBB and will update our income tax disclosures as appropriate.

Seasonality

Our business is seasonal, and our operating income in the second and third quarters has historically been significantly greater than in the first and fourth quarters as a result of the generally favorable climate and seasonal buying patterns of our customers.

Results of Operations

The period-to-period comparisons of our results of operations contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation have been prepared using the combined financial statements and the notes thereto, and the following discussion should be read in conjunction with such combined financial statements and related notes, which are contained elsewhere in this prospectus. All figures (other than related party) for fuel costs, fuel contribution and fuel margin per gallon exclude the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel, which are intercompany charges by GPMP.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Combined Results

The table below shows our combined results for the nine months ended September 30, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022, together with certain key metrics.


	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2025			2024			2024			2023			2022
	(in thousands)
Revenues:
Fuel revenue	$	2,433,254		$	2,573,920		$	3,351,366		$	3,607,451		$	3,515,573
Fuel revenue – related party		1,787,503			2,313,319			2,964,304			3,313,404			3,542,798
Other revenues, net		44,587			28,939			40,212			35,805			26,686
Other revenues, net – related party		9,555			8,592			11,857			11,361			490

Total revenues		4,274,899			4,924,770			6,367,739			6,968,021			7,085,547
Operating expenses:
Fuel costs		2,309,955			2,454,650			3,192,358			3,454,484			3,387,362
Fuel costs – related party		1,754,463			2,274,461			2,913,130			3,260,225			3,492,677
Site operating expenses, including allocated expenses		72,765			60,161			81,337			74,916			47,009
General and administrative expenses, including allocated expenses		32,078			32,433			42,702			41,834			31,907
Depreciation and amortization, including allocated expenses		40,553			33,529			46,087			44,155			32,522

Total operating expenses		4,209,814			4,855,234			6,275,614			6,875,614			6,991,477
Other expenses (income), net		923			(2,966	)		123			2,874			1,231

Operating income		64,162			72,502			92,002			89,533			92,839
Interest and other financial expenses, net, including allocated expenses		(31,029	)		(26,793	)		(36,677	)		(35,064	)		(14,480	)

Income before income taxes		33,133			45,709			55,325			54,469			78,359
Income tax expense		(8,472	)		(13,033	)		(15,108	)		(12,890	)		(19,212	)

Net income	$	24,661		$	32,676		$	40,217		$	41,579		$	59,147

Less: Net income attributable to non-controlling interests		—			—			—			197			231

Net income attributable to ARKO Petroleum Corp.	$	24,661		$	32,676		$	40,217		$	41,382		$	58,916

Fuel gallons sold		855,391			829,830			1,108,255			1,119,484			964,542
Fuel gallons sold – related party		660,800			777,160			1,023,480			1,063,580			1,002,420
Fuel gallons sold – total		1,516,191			1,606,990			2,131,735			2,183,064			1,966,962
Fuel contribution ¹	$	123,299		$	119,270		$	159,008		$	152,967		$	128,211
Fuel contribution – related party ¹	$	33,040		$	38,858		$	51,174		$	53,179		$	50,121
Fuel contribution – total ¹	$	156,339		$	158,128		$	210,182		$	206,146		$	178,332
Fuel margin, cents per gallon ²		14.4			14.4			14.3			13.7			13.3
Fuel margin, cents per gallon – related party ²		5.0			5.0			5.0			5.0			5.0
Fuel margin, cents per gallon – total ²		10.3			9.8			9.9			9.4			9.1
Adjusted EBITDA ³	$	106,637		$	103,721		$	139,167		$	137,295		$	126,880
Net cash provided by operating activities	$	63,172		$	71,660		$	106,757		$	58,803		$	75,974
Discretionary Cash Flow ³	$	67,790		$	59,395		$	79,868		$	86,519		$	94,381

Calculated as fuel revenue less fuel costs.

Calculated as fuel contribution divided by fuel gallons sold.

Refer to “Use of Non-GAAP Measures” below for discussion of these non-GAAP performance and liquidity measures and related reconciliation to net income and net cash provided by operating activities, as applicable.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

For the nine months ended September 30, 2025, fuel revenue decreased by $140.7 million or 5.5%, compared to the nine months ended September 30, 2024. The decrease in fuel revenue was attributable primarily to a decrease in the average price of fuel compared to the first three quarters of 2024 and fewer gallons sold at comparable wholesale sites and comparable fleet fueling sites in the first three quarters of 2025 compared to the first three quarters of 2024, due to a challenging macroeconomic environment and severe weather conditions in January and February 2025 in certain of the markets in which we operate, which was partially offset by the contribution of gallons from ARKO Retail Sites converted to dealers since the middle of 2024.

For the nine months ended September 30, 2025, fuel revenue – related party decreased by $525.8 million, or 22.7%, compared to the nine months ended September 30, 2024, resulting primarily from a decrease in the average price of fuel in the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, and a 116.4 million, or 15.0%, decrease in gallons sold, reflecting the challenging macroeconomic environment and ARKO Retail Sites converted to dealers, which was partially offset by incremental gallons sold relating to ARKO Parent’s acquisition of retail sites during 2024.

For the nine months ended September 30, 2025, other revenues, net increased by $15.6 million, or 54.1%, compared to the nine months ended September 30, 2024, primarily due to additional rental income from ARKO Retail Sites that have been converted to dealers.

For the nine months ended September 30, 2025, other revenues, net – related party increased by $1.0 million, or 11.2%, compared to the nine months ended September 30, 2024, primarily due to additional revenue from the transportation of fuel to ARKO Retail Sites.

For the nine months ended September 30, 2025, total operating expenses decreased by $645.4 million, or 13.3%, compared to the nine months ended September 30, 2024. Fuel costs decreased by $144.7 million or 5.9%, compared to the nine months ended September 30, 2024 and fuel costs – related party decreased by $520.0 million, or 22.9%, compared to the nine months ended September 30, 2024, both consistent with the decrease in fuel revenues. For the nine months ended September 30, 2025, site operating expenses including allocated expenses increased by $12.6 million, or 21.0%, as compared to the nine months ended September 30, 2024 due to incremental expenses from ARKO Retail Sites converted to dealers.

For the nine months ended September 30, 2025, general and administrative expenses including allocated expenses decreased by $0.4 million, or 1.1%, compared to the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, depreciation and amortization expenses including allocated expenses increased by $7.0 million, or 20.9%, compared to the nine months ended September 30, 2024 primarily due to assets related to ARKO Retail Sites that have been converted to dealers.

For the nine months ended September 30, 2025, other expenses (income), net increased by $3.9 million compared to the nine months ended September 30, 2024 primarily due to higher losses on disposal of assets and impairment charges in the first three quarters of 2025 as compared to the first three quarters of 2024.

Operating income was $64.2 million for the nine months ended September 30, 2025 compared to $72.5 million for the nine months ended September 30, 2024. The decrease in operating income was primarily due to lower fuel contribution from comparable wholesale sites and an increase in site

Management’s Discussion and Analysis of Financial Condition and Results of Operations

operating expenses and depreciation and amortization expenses, which was partially offset by the benefit from ARKO Retail Sites that have been converted to dealers since the middle of 2024.

For the nine months ended September 30, 2025, interest and other financial expenses, net increased by $4.2 million compared to the nine months ended September 30, 2024 primarily due to higher interest expenses related to financial liabilities and financing leases, and approximately $3.4 million recorded as financial income in the first three quarters of 2024 related to the issuance of shares as payment of deferred consideration and the settlement of deferred consideration related to the TEG acquisition, partially offset by lower average interest rates in the first three quarters of 2025.

For the nine months ended September 30, 2025, income tax expense was $8.5 million compared to $13.0 million for the nine months ended September 30, 2024 and the effective tax rate for the nine months ended September 30, 2025 and 2024 was 25.6% and 28.5%, respectively.

For the nine months ended September 30, 2025, net income attributable to ARKO Petroleum Corp. was $24.7 million compared to $32.7 million for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, Adjusted EBITDA was $106.6 million compared to $103.7 million for the nine months ended September 30, 2024. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

For the year ended December 31, 2024 compared to the year ended December 31, 2023

For the year ended December 31, 2024, fuel revenue decreased by $256.1 million, or 7.1%, compared to the year ended December 31, 2023. The decrease in fuel revenue was attributable primarily to a decrease in the average price of fuel in 2024 compared to 2023 and a decrease in gallons sold, which were partially offset by incremental gallons related to the 2023 Acquisitions, as well as contribution of gallons from ARKO Retail Sites converted to dealers in the trailing 12 months period.

For the year ended December 31, 2024, fuel revenue – related party decreased $349.1 million, or 10.5%, compared to the year ended December 31, 2023, resulting primarily from a decrease in the average price of fuel in 2024 as compared to 2023 and a 40.1 million, or 3.8%, decrease in gallons sold, reflecting the challenging macro-economic environment and ARKO Retail Sites converted to dealers, which was partially offset by incremental gallons sold relating to ARKO Parent’s acquisitions of retail sites during 2024 and 2023.

For the year ended December 31, 2024, other revenues, net increased $4.4 million, or 12.3%, compared to the year ended December 31, 2023, primarily due to additional revenue from the 2023 Acquisitions and from ARKO Retail Sites that have been converted to dealers.

For the year ended December 31, 2024, other revenues, net – related party increased $0.5 million, or 4.4%, compared to the year ended December 31, 2023.

For the year ended December 31, 2024, total operating expenses decreased $600.0 million, or 8.7%, compared to the year ended December 31, 2023. Fuel costs decreased $262.1 million, or 7.6% compared to 2023 and fuel costs – related party decreased $347.1 million, or 10.6%, compared to 2023, both consistent with the reduction in fuel revenues. For the year ended December 31, 2024, site operating expenses including allocated expenses increased $6.4 million, or 8.6%, compared to 2023 primarily due to incremental expenses as a result of the 2023 Acquisitions and expenses from ARKO Retail Sites that have been converted to dealers.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

For the year ended December 31, 2024, general and administrative expenses including allocated expenses increased $0.9 million, or 2.1%, compared to the year ended December 31, 2023, primarily due to incremental expenses associated with the 2023 Acquisitions and annual wage increases.

For the year ended December 31, 2024, depreciation and amortization expenses including allocated expenses increased $1.9 million, or 4.4%, compared to the year ended December 31, 2023 primarily due to assets acquired in connection with the 2023 Acquisitions as well as assets related to ARKO Retail Sites that have been converted to dealers.

For the year ended December 31, 2024, other expenses, net decreased $2.8 million compared to the year ended December 31, 2023 primarily due to lower acquisition costs.

Operating income was $92.0 million for the year ended December 31, 2024, compared to $89.5 million for the year ended December 31, 2023. The increase in operating income was primarily due to incremental income from the 2023 Acquisitions as well as the benefit from ARKO Retail Sites that have been converted to dealers in 2024. Reduced fuel contribution at comparable wholesale sites more than offset the increase in fleet fueling fuel contribution at comparable fleet fueling sites.

For the year ended December 31, 2024, interest and other financial expenses, net increased $1.6 million compared to the year ended December 31, 2023 primarily as a result of higher average outstanding debt balances, a higher average interest rate for 2024 and higher interest expenses related to financial liabilities, which was partially offset by $3.4 million recorded as financial income related to the settlement of deferred consideration in connection with the TEG Acquisition.

For the year ended December 31, 2024, income tax expense was $15.1 million compared to $12.9 million for the year ended December 31, 2023, and our effective tax rate for the years ended December 31, 2024 and 2023 was 27.3% and 23.7%, respectively.

For the year ended December 31, 2024, net income attributable to ARKO Petroleum Corp. was $40.2 million compared to $41.4 million for the year ended December 31, 2023.

For the year ended December 31, 2024, Adjusted EBITDA was $139.2 million compared to $137.3 million for the year ended December 31, 2023. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

For the year ended December 31, 2023, fuel revenue increased $91.9 million, or 2.6%, compared to the year ended December 31, 2022. The increase in fuel revenue was attributable primarily to incremental gallons sold related to the 2023 Acquisitions and the Quarles Acquisition, which was partially offset by a decrease in the average price of fuel compared to 2022.

For the year ended December 31, 2023, fuel revenue – related party decreased $229.4 million, or 6.5%, compared to the year ended December 31, 2022, caused by a decrease in the average price of fuel in 2023 as compared to 2022, which was partially offset by a 61.2 million, or 6.1%, increase in gallons sold primarily due to incremental gallons sold relating to ARKO Parent’s acquisitions of retail sites during 2023 and 2022.

For the year ended December 31, 2023, other revenues, net increased $9.1 million, or 34.2%, compared to the year ended December 31, 2022, primarily due to additional revenue from the 2023 Acquisitions and the Quarles Acquisition.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

For the year ended December 31, 2023, other revenues, net – related party increased $10.9 million, compared to the year ended December 31, 2022, primarily due to additional revenue from the transportation of fuel to ARKO Retail Sites, which related to the transportation business acquired in the 2023 Acquisitions and the 2022 Acquisitions.

For the year ended December 31, 2023, total operating expenses decreased $115.9 million, or 1.7%, compared to the year ended December 31, 2022. Fuel costs increased $67.1 million or 2.0% as compared to 2022 while fuel costs – related party decreased $232.5 million, or 6.7%, compared to 2022, both consistent with the change in fuel revenues. For the year ended December 31, 2023, site operating expenses including allocated expenses increased $27.9 million, or 59.4%, as compared to 2022 due to incremental expenses as a result of the 2023 Acquisitions and the Quarles Acquisition.

For the year ended December 31, 2023, general and administrative expenses including allocated expenses increased $9.9 million, or 31.1%, compared to the year ended December 31, 2022 primarily due to incremental expenses associated with the 2023 Acquisitions and the Quarles Acquisition.

For the year ended December 31, 2023, depreciation and amortization expenses including allocated expenses increased $11.6 million, or 35.8%, compared to the year ended December 31, 2022 primarily due to assets acquired in connection with the 2023 Acquisitions and the Quarles Acquisition.

For the year ended December 31, 2023, other expenses, net increased $1.6 million, compared to the year ended December 31, 2022 primarily due to lower income recorded for the fair value adjustment of contingent consideration.

Operating income was $89.5 million for the year ended December 31, 2023, compared to $92.8 million for the year ended December 31, 2022. The decrease was primarily due to lower fuel contribution from comparable wholesale sites and an increase in site operating expenses, which was partially offset by incremental income from the 2023 Acquisitions and the Quarles Acquisition.

For the year ended December 31, 2023, interest and other financial expenses, net increased $20.6 million compared to the year ended December 31, 2022 primarily due to higher average outstanding debt balances, a higher average interest rate for 2023 and higher interest expenses related to financial liabilities.

For the year ended December 31, 2023, income tax expense was $12.9 million compared to $19.2 million for the year ended December 31, 2022 and our effective tax rate for the years ended December 31, 2023 and 2022 was 23.7% and 24.5%, respectively.

For the year ended December 31, 2023, net income attributable to ARKO Petroleum Corp. was $41.4 million compared to $58.9 million for the year ended December 31, 2022.

For the year ended December 31, 2023, Adjusted EBITDA was $137.3 million compared to $126.9 million for the year ended December 31, 2022. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Segment Results

Disclosure of Incremental Contributions From Acquisitions

In the discussion of our segment results, we disclose certain information with respect to our acquisitions on an “incremental” basis. For example, incremental fuel gallons sold with respect to recent acquisitions. Incremental amounts or gallons related to such acquisitions reflect only the change (i.e. increase) in the

Management’s Discussion and Analysis of Financial Condition and Results of Operations

contribution of the acquisitions between the referenced periods in which they were not yet reflected in comparable wholesale sites or comparable fleet fueling sites results.

Wholesale Segment

The table below shows the results of the wholesale segment for the nine months ended September 30, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022, together with certain key metrics for the segment.


	For the Nine Months Ended September 30,				For the Year Ended December 31,
	2025		2024		2024		2023		2022
	(in thousands)
Revenues:
Fuel revenue	$	2,052,153	$	2,149,622	$	2,802,251	$	3,041,760	$	3,236,177
Other revenues, net		36,550		20,294		28,918		25,628		23,350

Total revenues		2,088,703		2,169,916		2,831,169		3,067,388		3,259,527
Operating expenses:
Fuel costs		1,981,649		2,081,546		2,711,901		2,948,852		3,138,019
Site operating expenses, including allocated expenses		41,054		28,239		39,189		38,914		36,240

Total operating expenses		2,022,703		2,109,785		2,751,090		2,987,766		3,174,259

Operating income	$	66,000	$	60,131	$	80,079	$	79,622	$	85,268

Fuel gallons sold – fuel supply locations		624,826		593,479		794,796		801,260		746,513
Fuel gallons sold – consignment agent locations		115,635		115,997		154,560		168,005		156,059
Fuel contribution ¹ – fuel supply locations	$	38,854	$	35,926	$	47,930	$	48,396	$	51,065
Fuel contribution ¹ – consignment agent locations	$	31,650	$	32,150	$	42,420	$	44,512	$	47,093
Fuel margin, cents per gallon ² – fuel supply locations		6.2		6.1		6.0		6.0		6.8
Fuel margin, cents per gallon ² – consignment agent locations		27.4		27.7		27.4		26.5		30.2

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

Calculated as fuel contribution divided by fuel gallons sold.

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

Wholesale Revenues

For the nine months ended September 30, 2025, fuel revenue decreased by $97.5 million, or 4.5%, compared to the nine months ended September 30, 2024, primarily due to a decrease in the average price of fuel in the first three quarters of 2025 as compared to the first three quarters of 2024, partially offset by a 31.0 million, or 4.4%, increase in gallons sold. The ARKO Retail Sites that have been converted to dealers since the middle of 2024 contributed 57.6 million gallons for the nine months ended September 30, 2025, which were partially offset by lower volumes at comparable wholesale sites, reflecting the challenging macroeconomic environment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

For the nine months ended September 30, 2025, other revenues, net increased by $16.3 million, or 80.1%, compared to the nine months ended September 30, 2024, primarily due to additional rental income from ARKO Retail Sites that have been converted to dealers.

Wholesale Operating Income

For the nine months ended September 30, 2025, wholesale operating income increased by $5.9 million compared to the nine months ended September 30, 2024. Additional operating income from ARKO Retail Sites converted to dealers since the middle of 2024 more than offset reduced operating income at comparable wholesale sites. An increase of $16.3 million in other revenues, net, combined with an increase in fuel contribution of approximately $2.4 million was partially offset by an increase in site operating expenses of $12.8 million in the first three quarters of 2025 compared to the first three quarters of 2024. These increases were primarily due to the ARKO Retail Sites converted to dealers since the middle of 2024.

At fuel supply locations, fuel contribution increased by $2.9 million, and fuel margin per gallon also increased for the first three quarters of 2025 compared to the first three quarters of 2024 due to $4.6 million of incremental contribution from the ARKO Retail Sites converted to dealers, 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 we operate.

At consignment agent locations, fuel contribution decreased by $0.5 million and fuel margin per gallon also decreased for the first three quarters of 2025 compared to the first three quarters of 2024, due to decreased prompt pay discounts related to lower fuel costs and lower volumes at comparable wholesale sites, primarily due to the macroeconomic environment and severe weather conditions in January and February 2025 in certain of the markets in which we operate, which was partially offset by the incremental contribution of $1.3 million from the ARKO Retail Sites converted to dealers.

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Wholesale Revenues

For the year ended December 31, 2024, fuel revenue decreased $239.5 million, or 7.9%, compared to the year ended December 31, 2023, caused by a 19.9 million, or 2.1%, decrease in gallons sold and a decrease in the average price of fuel in 2024 as compared to 2023. Of total gallons sold, the 2023 Acquisitions contributed approximately 18.4 million incremental gallons, and ARKO Retail Sites that have been converted to dealers contributed 10.4 million gallons, which were more than offset by lower volumes at comparable wholesale sites.

For the year ended December 31, 2024, other revenues, net increased $3.3 million or 12.8%, compared to the year ended December 31, 2023, primarily due to additional rental income.

Wholesale Operating Income

For the year ended December 31, 2024, wholesale operating income increased $0.5 million compared to 2023. An increase of approximately $3.3 million in total other revenues, net, was partially offset by a decrease in fuel contribution of approximately $2.6 million in 2024 compared to 2023. At fuel supply locations, fuel contribution decreased by $0.5 million, and fuel margin per gallon remained consistent

Management’s Discussion and Analysis of Financial Condition and Results of Operations

with 2023, primarily due to decreased prompt pay discounts related to lower fuel costs and lower volumes at comparable wholesale sites, which was partially offset by incremental contribution related to ARKO Retail Sites converted to dealers of $0.7 million, and the 2023 Acquisitions. At consignment agent locations, fuel contribution decreased $2.1million while fuel margin per gallon increased for 2024 compared to 2023, primarily due to incremental contribution of $0.5 million related to ARKO Retail Sites converted to dealers, and the 2023 Acquisitions, which was offset by lower rack-to-retail margins and decreased prompt pay discounts related to lower fuel costs.

For the year ended December 31, 2024, site operating expenses remained consistent with those in the year ended December 31, 2023.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Wholesale Revenues

For the year ended December 31, 2023, fuel revenue decreased $194.4 million, or 6.0%, compared to the year ended December 31, 2022. Wholesale revenues were negatively impacted by a decrease in the average price of fuel in 2023 as compared to 2022, which was partially offset by a 7.4% increase in gallons sold. Of total gallons sold, the 2023 Acquisitions and the Quarles Acquisition contributed approximately 122.8 million incremental gallons, which were offset by lower volumes at comparable wholesale sites.

For the year ended December 31, 2023, other revenues, net increased $2.3 million or 9.8%, compared to the year ended December 31, 2022, primarily due to additional rental income.

Wholesale Operating Income

For the year ended December 31, 2023, wholesale operating income decreased $5.6 million, caused by a decline in fuel contribution of approximately $5.3 million. At fuel supply locations, fuel contribution decreased by $2.7 million, and fuel margin per gallon also decreased for 2023 as compared to 2022, primarily due to decreased prompt pay discounts related to lower fuel costs and lower volumes at comparable wholesale sites, which was partially offset by the incremental contribution from the 2023 Acquisitions and the Quarles Acquisition. At consignment agent locations, fuel contribution decreased $2.6 million and fuel margin per gallon also decreased for 2023 as compared to 2022, primarily due to lower rack-to-retail margins and decreased prompt pay discounts related to lower fuel costs, which was partially offset by the incremental contribution from the 2023 Acquisitions and the Quarles Acquisition. In total, the 2023 Acquisitions and the Quarles Acquisition added approximately $11.0 million of incremental total fuel contribution.

For the year ended December 31, 2023, site operating expenses increased $2.7 million compared to the year ended December 31, 2022, primarily due to the 2023 Acquisitions.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Fleet Fueling Segment

The table below shows the results of the fleet fueling segment for the nine months ended September 30, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022, together with certain key metrics for the segment. We added the fleet fueling segment only upon consummation of the Quarles Acquisition on July 22, 2022; therefore, the year ended December 31, 2022 does not reflect the operations of this segment for the entirety of 2022, which affects year-over-year comparability.


	For the Nine Months Ended September 30,				For the Year Ended December 31,
	2025		2024		2024		2023		2022
	(in thousands)
Revenues:
Fuel revenue	$	359,219	$	398,266	$	515,462	$	530,937	$	270,670
Other revenues, net		6,603		7,004		9,135		7,818		2,178

Total revenues		365,822		405,270		524,597		538,755		272,848
Operating expenses:
Fuel costs		309,409		350,309		451,173		475,037		242,849
Site operating expenses		20,131		18,861		24,917		22,298		8,733

Total operating expenses		329,540		369,170		476,090		497,335		251,582

Operating income	$	36,282	$	36,100	$	48,507	$	41,420	$	21,266

Fuel gallons sold – proprietary cardlock locations		98,039		103,216		136,104		130,995		57,104
Fuel gallons sold – third-party cardlock locations		9,926		9,575		12,814		9,832		2,882
Fuel contribution ¹ – proprietary cardlock locations	$	47,985	$	46,789	$	62,612	$	54,685	$	27,632
Fuel contribution ¹ – third-party cardlock locations	$	1,825	$	1,168	$	1,677	$	1,215	$	189
Fuel margin, cents per gallon ² – proprietary cardlock locations		48.9		45.3		46.0		41.7		48.4
Fuel margin, cents per gallon ² – third-party cardlock locations		18.4		12.2		13.1		12.4		6.5

Calculated as fuel revenue less fuel costs; excludes the estimated fixed fee paid to GPMP for the cost of fuel.

Calculated as fuel contribution divided by fuel gallons sold.

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

Fleet Fueling Revenues

For the nine months ended September 30, 2025, fuel revenue decreased by $39.0 million, or 9.8%, and other revenues, net decreased by $0.4 million, compared to the nine months ended September 30, 2024. Fleet fueling revenues were negatively impacted by a 4.8 million, or 4.3%, decrease in gallons sold due primarily to movements in crude oil pricing and severe weather conditions in January and February 2025 that impacted certain of the markets in which we operate, and a decrease in the average price of fuel in the first three quarters of 2025 compared to the first three quarters of 2024.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Fleet Fueling Operating Income

For the nine months ended September 30, 2025, fuel contribution increased by $1.9 million compared to the nine months ended September 30, 2024. At proprietary cardlocks, fuel contribution increased by $1.2 million, and fuel margin per gallon also increased for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution increased by $0.7 million, and fuel margin per gallon also increased for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the closure of underperforming third-party locations.

For the nine months ended September 30, 2025, site operating expenses increased by $1.3 million compared to the nine months ended September 30, 2024, primarily due to higher rent and insurance.

For the year ended December 31, 2024 compared to the year ended December 31, 2023

Fleet Fueling Revenues

For the year ended December 31, 2024, fuel revenue decreased by $15.5 million, or 2.9%, and other revenues, net increased by $1.3 million, compared to the year ended December 31, 2023. Fleet fueling revenues were negatively impacted by a decrease in the average price of fuel in 2024 compared to 2023, which were partially offset by an 8.1 million increase in gallons sold, or 5.7%, primarily resulting from the WTG Acquisition.

Fleet Fueling Operating Income

For the year ended December 31, 2024, fuel contribution increased by $8.4 million compared to the year ended December 31, 2023. At proprietary cardlocks, fuel contribution increased by $7.9 million, and fuel margin per gallon also increased for the year ended December 31, 2024, compared to the year ended December 31, 2023. At third-party cardlock locations, fuel contribution increased $0.5 million, and fuel margin per gallon also increased for 2024 compared to 2023. These changes were primarily due to higher volumes and the cardlocks acquired in the WTG Acquisition.

For the year ended December 31, 2024, site operating expenses increased $2.6 million compared to the year ended December 31, 2023 primarily due to the WTG Acquisition.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

Fleet Fueling Revenues

For the year ended December 31, 2023, fuel revenue increased by $260.3 million, or 96.2%, and other revenues, net increased by $5.6 million, as compared to the year ended December 31, 2022, with both increases primarily reflecting a full year of operations from the Quarles Acquisition, as compared to a partial year of operations in the prior year, and the WTG Acquisition.

Fleet Fueling Operating Income

For the year ended December 31, 2023, fuel contribution increased by $28.1 million compared to the year ended December 31, 2022, reflecting a full year of operations from the Quarles Acquisition, as compared to a partial year of operations in the prior year, and the WTG Acquisition. At proprietary cardlocks, fuel contribution increased by $27.1 million, while fuel margin per gallon decreased for the year ended December 31, 2023, as compared to the year ended December 31, 2022, which period was impacted by historically high rack-to-retail margins and fuel price volatility.

100

Management’s Discussion and Analysis of Financial Condition and Results of Operations

For the year ended December 31, 2023, site operating expenses increased $13.6 million compared to the year ended December 31, 2022 due to incremental expenses from the Quarles Acquisition and the addition of the WTG Acquisition.

GPMP Segment

The table below shows the results of the GPMP segment for the nine months ended September 30, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022, together with certain key metrics for the segment.


	For the Nine Months Ended September 30,				For the Year Ended December 31,
	2025		2024		2024		2023			2022
	(in thousands)
Revenues:
Fuel revenue ¹ – inter-segment	$	1,925,105	$	2,028,446	$	2,643,084	$	2,883,992		$	3,096,959
Fuel revenue ¹ – related party		1,787,503		2,313,319		2,964,304		3,313,404			3,542,798
Fuel revenue – third party customers		849		3,017		3,624		3,681			5,160
Other revenues, net		540		638		838		939			1,024
Other revenues, net ¹ – inter-segment		6,330		6,334		8,455		8,021			3,445
Other revenues, net ¹ – related party		2,007		2,062		2,781		2,897			206

Total revenues		3,722,334		4,353,816		5,623,086		6,212,934			6,649,592
Operating expenses:
Fuel costs – inter-segment		1,888,858		1,993,640		2,596,455		2,836,659			3,052,537
Fuel costs – related party		1,754,463		2,274,461		2,913,130		3,260,225			3,492,677
Fuel costs – third party customers		848		2,900		3,507		3,675			5,077
General and administrative expenses		2,464		2,625		3,585		3,162			2,897
Depreciation and amortization		5,519		5,531		7,371		7,365			7,369

Total operating expenses		3,652,152		4,279,157		5,524,048		6,111,086			6,560,557

Other income, net		—		—		—		(598	)		—

Operating income	$	70,182	$	74,659	$	99,038	$	102,446		$	89,035

Fuel gallons sold – inter-segment		724,914		696,225		932,509		953,942			888,526
Fuel gallons sold – related party locations		660,800		777,160		1,023,480		1,063,580			1,002,420
Fuel gallons sold – third party customers		217		861		1,044		1,364			1,592
Fuel contribution ² – related party locations	$	33,040	$	38,858	$	51,174	$	53,179		$	50,121
Fuel margin, cents per gallon ³ – related party locations		5.0		5.0		5.0		5.0			5.0

Includes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel.

Calculated as fuel revenue less fuel costs.

Calculated as fuel contribution divided by fuel gallons sold.

101

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

GPMP Revenues

For the nine months ended September 30, 2025, fuel revenue – inter-segment decreased by $103.3 million, or 5.1%, compared to the nine months ended September 30, 2024. The decrease was attributable to a decrease in gallons sold and a decrease in the average price of fuel for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, fuel revenue – related party decreased by $525.8 million, or 22.7%, compared to the nine months ended September 30, 2024, caused by a decrease in the average price of fuel in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 and a 116.4 million, or 15.0%, decrease in gallons sold, reflecting the challenging macroeconomic environment and ARKO Retail Sites converted to dealers, which was slightly offset by incremental gallons sold relating to ARKO Parent’s acquisition of ARKO Retail Sites during 2024.

For the nine months ended September 30, 2025 and 2024, other revenues, net were similar. Other revenues, net – inter-segment related to the fixed fee primarily charged to sites in the fleet fueling segment that were not supplied by GPMP (5.0 cents per gallon sold prior to January 1, 2026 and 6.0 cents per gallon thereafter) and were similar for the nine months ended September 30, 2025 and 2024. Other revenues, net – related party related to the fixed fee charged to certain ARKO Retail Sites that were not supplied by GPMP (5.0 cents per gallon sold prior to January 1, 2026 and 6.0 cents per gallon thereafter) and were similar for the nine months ended September 30, 2025 and 2024.

GPMP Operating Income

For the nine months ended September 30, 2025, fuel contribution decreased by $4.5 million, compared to the nine months ended September 30, 2024, primarily due to greater gallons sold at a fixed margin to both ARKO Parent and the wholesale segment.

For the nine months ended September 30, 2025, general and administrative expenses decreased by $0.2 million compared to the nine months ended September 30, 2024, and depreciation and amortization expenses for the nine months ended September 30, 2025 remained consistent with the nine months ended September 30, 2024.

For the year ended December 31, 2024 compared to the year ended December 31, 2023

GPMP Revenues

For the year ended December 31, 2024, fuel revenue – inter-segment decreased $240.9 million, or 8.4%, compared to the year ended December 31, 2023. The decrease was attributable to a decrease in gallons sold and a decrease in the average price of fuel for 2024 compared to 2023.

For the year ended December 31, 2024, fuel revenue – related party decreased $349.1 million, or 10.5%, compared to the year ended December 31, 2023, caused by a decrease in the average price of fuel in 2024 as compared to 2023 and a 40.1 million, or 3.8%, decrease in gallons sold, reflecting the challenging macroeconomic environment and ARKO Retail Sites converted to dealers, which was partially offset by incremental gallons sold relating to ARKO Parent’s acquisition of ARKO Retail Sites during 2024 and 2023.

102

Management’s Discussion and Analysis of Financial Condition and Results of Operations

For the years ended December 31, 2024 and 2023, other revenues, net were similar. Other revenues, net – inter-segment related to the fixed fee primarily charged to sites in the fleet fueling segment that were not supplied by GPMP (5.0 cents per gallon sold prior to January 1, 2026 and 6.0 cents per gallon thereafter) and increased slightly for 2024 as compared to 2023. Other revenues, net – related party related to the fixed fee charged to certain ARKO Retail Sites that were not supplied by GPMP (5.0 cents per gallon sold prior to January 1, 2026 and 6.0 cents per gallon thereafter) and decreased slightly for 2024 as compared to 2023.

GPMP Operating Income

Fuel margin decreased by $2.6 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to fewer gallons sold at a fixed margin to both ARKO Parent and the wholesale segment.

For the year ended December 31, 2024, total general and administrative expenses increased slightly from those in the year ended December 31, 2023, and depreciation and amortization expenses for 2024 remained consistent with 2023.

For the year ended December 31, 2023 compared to the year ended December 31, 2022

GPMP Revenues

For the year ended December 31, 2023, fuel revenue – inter-segment decreased $213.0 million, or 6.9%, compared to the year ended December 31, 2022. The decrease in fuel revenue was attributable to a decrease in the average price of fuel, which was partially offset by an increase in gallons sold as compared to the prior year.

For the years ended December 31, 2023 and 2022, other revenues, net were similar and primarily related to rental income from certain sites leased to dealers. Other revenues, net – inter-segment related to the fixed fee primarily charged to sites in the fleet fueling segment that were not supplied by GPMP (5.0 cents per gallon sold prior to January 1, 2026 and 6.0 cents per gallon thereafter). Other revenues, net – related party related to the fixed fee charged to certain ARKO Retail Sites that were not supplied by GPMP (5.0 cents per gallon sold prior to January 1, 2026 and 6.0 cents per gallon thereafter), which were acquired by ARKO Parent in December 2022.

GPMP Operating Income

Fuel margin increased by $5.9 million for the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to greater gallons sold at a fixed margin.

For the year ended December 31, 2023, total general, administrative, depreciation and amortization expenses increased slightly from those in the year ended December 31, 2022.

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Use of Non-GAAP Measures

We disclose certain measures on a “comparable wholesale sites” or “comparable fleet fueling sites” basis, which are non-GAAP measures. Information disclosed on a “comparable wholesale sites” basis excludes wholesale sites added through the 2023 Acquisitions, the Quarles Acquisition and ARKO Retail Sites converted to dealers until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. Information disclosed on a “comparable fleet fueling sites” basis excludes fleet fueling sites added through the WTG Acquisition and the Quarles Acquisition until the first quarter in which these sites had a full quarter of fleet fueling activity in the prior year. We believe that this information is useful for our investors, securities analysts, and other interested parties by providing greater comparability regarding our ongoing operating performance. Neither these measures nor those described below should be considered an alternative to measurements presented in accordance with GAAP).

We define 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. These measures should not be considered an alternative to measurements presented in accordance with GAAP. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures.

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

We define 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.

We define 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 our management to evaluate our access to liquidity, and we believe it provides useful information for investors as a representation of our financial strength by presenting the sustainability of our debt levels and our 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 our operating performance.

We define 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 income (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 we and third parties, such as industry analysts, investors, lenders, rating agencies and others, use to assess our ability to internally fund our acquisitions, pay distributions, and service or incur additional debt. We believe that the presentation of Discretionary Cash Flow provides useful information to investors, securities analysts, and other interested parties for evaluating our liquidity.

EBITDA, Adjusted EBITDA, Discretionary Cash Flow, Net Debt and the Ratio of Net Debt to Adjusted EBITDA should not be considered as alternatives to any financial measure derived in accordance with

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

GAAP, including net income. The presentations of these non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for the analysis of, our results as reported under GAAP. We strongly encourage investors to review our 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, comparable fleet fueling sites, EBITDA, Adjusted EBITDA, Discretionary Cash Flow, Net Debt and the Ratio of Net Debt to Adjusted EBITDA, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of these non-GAAP financial measures with those used by other companies.


	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2025			2024			2024			2023			2022
	(in thousands)
Net income	$	24,661		$	32,676		$	40,217		$	41,579		$	59,147
Interest and other financing expenses, net		31,029			26,793			36,677			35,064			14,480
Income tax expense		8,472			13,033			15,108			12,890			19,212
Depreciation and amortization		40,553			33,529			46,087			44,155			32,522

EBITDA		104,715			106,031			138,089			133,688			125,361
Acquisition costs (a)		379			72			79			2,557			3,075
Loss (gain) on disposal of assets and impairment charges (b)		2,618			(1,318	)		811			1,046			360
Share-based compensation expense (c)		605			535			876			608			288
Fuel and franchise taxes received in arrears (d)		—			(601	)		(601	)		—			—
Adjustment to contingent consideration (e)		(1,816	)		(998	)		(20	)		(604	)		(2,204	)
Other (f)		136			—			(67	)		—			—

Adjusted EBITDA	$	106,637		$	103,721		$	139,167		$	137,295		$	126,880

Net cash provided by operating activities	$	63,172		$	71,660		$	106,757		$	58,803		$	75,974
Changes in operating assets and liabilities		6,452			(7,134	)		(20,659	)		31,547			17,327
Maintenance capital expenditures (g)		(4,163	)		(4,451	)		(6,152	)		(5,801	)		(4,040	)
Acquisition costs (a)		379			72			79			2,557			3,075
Amortization of deferred income net of prepaid to related party		4,823			1,883			2,663			1,407			1,951
Fuel and franchise taxes received in arrears (d)		—			(601	)		(601	)		—			—
Charges to allowance for credit losses		(820	)		(653	)		(755	)		(1,163	)		(525	)
Non-cash rent (expense) income (h)		(2,180	)		(1,376	)		(2,033	)		(1,319	)		456
Other (i)		127			(5	)		569			488			163

Discretionary Cash Flow	$	67,790		$	59,395		$	79,868		$	86,519		$	94,381

Adjusted EBITDA	$	106,637		$	103,721		$	139,167		$	137,295		$	126,880
Cash received for interest		409			157			296			16			43
Cash paid for interest and allocated interest		(29,139	)		(27,681	)		(36,975	)		(30,215	)		(12,285	)
Cash paid for taxes		(5,954	)		(12,351	)		(16,468	)		(14,776	)		(16,217	)
Maintenance capital expenditures (g)		(4,163	)		(4,451	)		(6,152	)		(5,801	)		(4,040	)

Discretionary Cash Flow	$	67,790		$	59,395		$	79,868		$	86,519		$	94,381

(a)

(b)

(c)

Eliminates non-cash share-based compensation expense related to ARKO Parent’s equity incentive program to incentivize, retain, and motivate our employees.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(d)

Eliminates the receipt of historical fuel and franchise tax amounts for multiple prior periods.

(e)

Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the 2020 Empire Acquisition.

(f)

Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance.

(g)

(h)

(i)

Includes other unusual or non-recurring items and other amounts primarily related to additional consideration owed to the seller for the 2020 Empire Acquisition.

The following table contains a reconciliation of (i) net income to EBITDA and Adjusted EBITDA for the twelve months ended September 30, 2025, (ii) net cash provided by operating activities to Discretionary Cash Flow and (iii) total debt, net to Net Debt as of September 30, 2025, as well as (iv) the ratio of each of the most directly comparable GAAP measures to Net Debt and Adjusted EBITDA. See the table immediately above for a description of the adjustments to net income to arrive at EBITDA and Adjusted EBITDA and net cash provided by operating activities to Discretionary Cash Flow.


	Twelve Months Ended September 30, 2025
	(in thousands, except ratios)
Net income	$	32,202
Interest and other financing expenses, net		40,913
Income tax expense		10,547
Depreciation and amortization		53,111

EBITDA		136,773
Acquisition costs		386
Loss on disposal of assets and impairment charges		4,747
Share-based compensation expense		946
Adjustment to contingent consideration		(838	)
Other		69

Adjusted EBITDA	$	142,083

Net cash provided by operating activities	$	98,269
Changes in operating assets and liabilities		(7,073	)
Maintenance capital expenditures		(5,864	)
Acquisition costs		386
Amortization of deferred income net of prepaid to related party		5,603
Charges to allowance for credit losses		(922	)
Non-cash rent (expense) income		(2,837	)
Other		701

Discretionary Cash Flow	$	88,263

Adjusted EBITDA	$	142,083

Cash received for interest		548
Cash paid for interest and allocated interest		(38,433	)
Cash paid for taxes		(10,071	)
Maintenance capital expenditures		(5,864	)

Discretionary Cash Flow	$	88,263

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Management’s Discussion and Analysis of Financial Condition and Results of Operations


	As of September 30, 2025
Total debt, net	$	388,965
Financing leases		78,342
Financial liabilities		49,292
Cash and cash equivalents		(32,993	)

Net Debt	$	483,606

Ratio of total debt, net to net income		12.1x

Ratio of Net Debt to Adjusted EBITDA		3.4x

Quarterly Financial Data

The following table sets forth selected historical quarterly combined statements of operations data for each of the seven quarterly periods ended September 30, 2025. The information for each of these quarters has been prepared on the same basis as the audited annual combined financial statements appearing elsewhere in this prospectus and, in our opinion, includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the results of operations for these periods. This information should be read in conjunction with our audited combined financial statements and related notes appearing elsewhere in the prospectus. These quarterly results are not necessarily indicative of our operating results for a full year or any future period.


	For the Three Months Ended
	March 31, 2024			June 30, 2024			September 30, 2024			December 31, 2024			March 31, 2025			June 30, 2025			September 30, 2025
	(in thousands, except per gallon data)
Statement of Operations Data:
Revenues:
Fuel revenue	$	807,508		$	911,673		$	854,739		$	777,446		$	756,798		$	820,871		$	855,585
Fuel revenue – related party		709,153			828,179			775,987			650,985			574,416			604,065			609,022
Other revenues, net		9,734			9,598			9,607			11,273			12,957			15,229			16,401
Other revenues, net – related party		2,958			2,889			2,745			3,265			3,155			3,219			3,181

Total revenues		1,529,353			1,752,339			1,643,078			1,442,969			1,347,326			1,443,384			1,484,189
Operating expenses:
Fuel costs		771,427			868,866			814,357			737,708			720,211			776,847			812,897
Fuel costs – related party		697,057			814,777			762,627			638,669			563,833			592,799			597,831
Site operating expenses, including allocated expenses		20,342			19,935			19,884			21,176			22,017			25,389			25,359
General and administrative expenses, including allocated expenses		10,848			10,944			10,641			10,269			10,748			10,392			10,938
Depreciation and amortization, including allocated expenses		11,312			10,588			11,629			12,558			13,503			13,301			13,749

Total operating expenses		1,510,986			1,725,110			1,619,138			1,420,380			1,330,312			1,418,728			1,460,774

Other (income) expenses net		(950	)		(1,577	)		(439	)		3,089			1,195			882			(1,154	)

Operating income		19,317			28,806			24,379			19,500			15,819			23,774			24,569
Interest and other financial expenses, net, including allocated expenses		(6,501	)		(10,156	)		(10,136	)		(9,884	)		(9,612	)		(10,356	)		(11,061	)

Income before income taxes		12,816			18,650			14,243			9,616			6,207			13,418			13,508
Income tax expense		(4,729	)		(4,709	)		(3,595	)		(2,075	)		(1,674	)		(3,390	)		(3,408	)

Net income attributable to ARKO Petroleum Corp.	$	8,087		$	13,941		$	10,648		$	7,541		$	4,533		$	10,028		$	10,100

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Management’s Discussion and Analysis of Financial Condition and Results of Operations


	For the Three Months Ended
	March 31, 2024		June 30, 2024		September 30, 2024		December 31, 2024		March 31, 2025		June 30, 2025		September 30, 2025
	(in thousands, except per gallon data)
Other Financial and Operating Data:
Fuel gallons sold	$	263,849	$	284,128	$	281,853	$	278,425	$	265,277	$	290,884	$	299,230
Fuel gallons sold – related party		241,920		268,040		267,200		246,320		211,660		225,325		223,815
Fuel gallons sold – total		505,769		552,168		549,053		524,745		476,937		516,209		523,045
Fuel margin, cents per gallon ¹		13.7		15.1		14.3		14.3		13.8		15.1		14.3
Fuel margin, cents per gallon – related party ¹		5.0		5.0		5.0		5.0		5.0		5.0		5.0
Fuel margin, cents per gallon – total ¹		9.5		10.2		9.8		9.9		9.9		10.7		10.3

Calculated as fuel contributions divided by fuel gallons sold.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flows from operations, availability under our credit facilities and our cash balances. Our principal liquidity requirements are the financing of current operations, funding capital expenditures (including acquisitions), satisfying our operating and financing lease obligations, and servicing debt. Additionally, we intend to distribute to our stockholders quarterly cash dividends taking into account Discretionary Cash Flow, after appropriate reserves for our working capital needs, investment capital expenditures, debt service and the prudent conduct of our business. Our Discretionary Cash Flow is likely to fluctuate from quarter to quarter, in some cases significantly, primarily as a result of the seasonality of our business operations and purchasing and payment patterns, which change based upon the day of the week. Accordingly, during quarters in which our business operations generate Discretionary Cash Flow in excess of the amount necessary to pay our stated quarterly dividend, we may reserve a portion of the excess to fund cash dividends in future quarters. In quarters in which we do not generate sufficient cash available to fund our stated quarterly cash dividend, we may use sources of cash not included in our calculation of Discretionary Cash Flow, such as net cash provided by financing activities, to pay dividends, subject to the discretion of our Board of Directors. We intend to maintain stable and, over time, increasing dividend payments. See “Cash Dividend Policy.”

We finance our inventory purchases primarily from customary trade credit aided by relatively rapid inventory turnover, as well as cash generated from operations. Rapid inventory turnover allows us to conduct operations without the need for large amounts of cash and working capital. We largely rely on internally generated cash flows and borrowings for operations, which we believe are sufficient to meet our liquidity needs for the foreseeable future.

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, as well as the cost of acquisitions, will depend on our future operating performance which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness, depending on market conditions. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions, or other events may cause us to seek additional debt or equity financing in future periods. Additional debt financing could impose increased cash payment obligations, as well as covenants that may restrict our operations. There can be no guarantee that financing will be available on acceptable terms or at all. As of September 30, 2025, all of our debt bears interest at variable rates, which subjects us to interest rate risk and may require that we use more of our cash flow for the payment of interest if prevailing interest rates increase. See also “Quantitative and Qualitative Disclosures about Market Risk—Interest Rate Risk.”

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

As of September 30, 2025, we were in a strong liquidity position of approximately $451.7 million, consisting of approximately $33.0 million of cash and cash equivalents and $418.7 million of unused availability under our $800 million Capital One Line of Credit (as defined below), which we may elect to increase up to $1.0 billion, subject to obtaining additional financing commitments from current lenders or other banks, and subject to certain other terms. This liquidity position currently provides us with adequate funding to satisfy our contractual and other obligations from our existing cash balances. As of September 30, 2025, ARKO Parent had no outstanding borrowings under the $140.0 million PNC Line of Credit (as defined below), and $33.5 million of unused availability under the M&T equipment line of credit, described below.

To date, we have funded capital expenditures primarily through funds generated from operations, funds received from vendors, sale-leaseback transactions, the issuance of debt, existing cash and ARKO Parent’s net investment. Future capital required to finance operations, pay dividends, consummate acquisitions, and renovate our sites is expected to come from cash on hand, cash generated by operations, availability under lines of credit, and additional long-term debt and equipment leases, as circumstances may dictate. We currently expect that our capital spending program will be primarily focused on maintaining our properties and equipment, renewal of supply agreements with dealers, pursuing new dealer contracts and acquiring additional dealer and cardlock locations, as well as expanding our fleet fueling footprint by building new locations. We do not expect such capital needs to adversely affect liquidity.

Cash Flows

Net cash provided by (used in) operating activities, investing activities and financing activities for the nine months ended September 30, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022 were as follows:


	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2025			2024			2024			2023			2022
Net cash provided by (used in):	(in thousands)
Operating activities	$	63,172		$	71,660		$	106,757		$	58,803		$	75,974
Investing activities		(13,346	)		(5,107	)		(9,440	)		(79,646	)		(54,306	)
Financing activities		(42,174	)		(69,067	)		(89,082	)		25,399			(9,118	)

Total	$	7,652		$	(2,514	)	$	8,235		$	4,556		$	12,550

Operating Activities

Cash flows provided by operations are our main source of liquidity. We have historically relied primarily on cash provided by operating activities, supplemented as necessary from time to time by borrowings on our credit facilities and other debt or equity transactions to finance our operations and to fund our capital expenditures. Cash flow provided by operating activities is primarily impacted by our net income and changes in working capital.

For the nine months ended September 30, 2025, cash flows provided by operating activities were $63.2 million compared to $71.7 million for the nine months ended September 30, 2024. The decrease was partially due to decreases in working capital as a result of the day of the week on which the third quarter ended in each year and approximately $1.2 million of higher net interest payments, which were partially offset by deferred income received from vendors, lower tax payments of $6.4 million and an increase in Adjusted EBITDA of $2.9 million.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

For the year ended December 31, 2024, cash flows provided by operating activities were $106.8 million compared to $58.8 million for the year ended December 31, 2023. The increase was primarily the result of deferred income and dealer deposits received from dealers, incremental vendor incentives received and decreases in working capital, the result of the day of the week in which 2024 ended, and an increase in Adjusted EBITDA of $1.9 million, which were partially offset by approximately $6.5 million of higher net interest payments.

For the year ended December 31, 2023, cash flows provided by operating activities were $58.8 million compared to $76.0 million for the year ended December 31, 2022. The decrease was primarily the result of approximately $18.2 million of higher net interest payments, and changes in working capital, offset by an increase in Adjusted EBITDA of $10.4 million.

Discretionary Cash Flow

For the nine months ended September 30, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022, Discretionary Cash Flow was $67.8 million, $59.4 million, $79.9 million, $86.5 million and $94.4 million, respectively. Refer to “Use of Non-GAAP Measures” above for discussion of this non-GAAP liquidity measure and related reconciliation to net cash provided by operating activities.

Investing Activities

Cash flows used in investing activities primarily reflect capital expenditures for acquisitions and replacing and maintaining existing facilities and equipment used in the business.

For the nine months ended September 30, 2025, cash used in investing activities increased by $8.2 million to $13.3 million from $5.1 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, we utilized $17.0 million for capital expenditures, including the purchase of fee properties, upgrades to fuel dispensers and other investments in our sites.

For the nine months ended September 30, 2024, we utilized $6.8 million for capital expenditures, including upgrades to fuel dispensers and other investments in our sites.

For the year ended December 31, 2024, cash used in investing activities decreased by $70.2 million to $9.4 million from $79.6 million for the year ended December 31, 2023. For the year ended December 31, 2024, we utilized $11.3 million for capital expenditures, including upgrades to fuel dispensers and other investments in our sites.

For the year ended December 31, 2023, cash used in investing activities increased by $25.3 million to $79.6 million from $54.3 million for the year ended December 31, 2022. For the year ended December 31, 2023, we utilized $12.0 million for capital expenditures, including upgrades to fuel dispensers and other investments in our sites. The net consideration paid for the 2023 Acquisitions was $135.7 million, which included the $81.8 million paid by Blue Owl Real Estate Fund VI OP LP (f/k/a Oak Street Real Estate Capital Fund VI OP, LP) and certain of its affiliates (collectively, “Blue Owl”) under ARKO Parent’s standby real estate purchase, designation and lease program agreement with Blue Owl, reflecting our net cash outflow of $53.9 million.

For the year ended December 31, 2022, cash used for investing activities was $54.3 million. For the year ended December 31, 2022, we spent $13.3 million for capital expenditures, including upgrades to fuel dispensers and other investments in our sites. The net consideration paid for the Quarles Acquisition was

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

$184.2 million, which included the $129.3 million paid by Blue Owl, of which $20.2 million was included in financing activity, reflecting our net cash outflow of $54.9 million. There was a $31.8 million sale of short-term investments, which was used to repay long-term debt.

Financing Activities

Cash flows from financing activities primarily consist of increases and decreases in the principal amount of our lines of credit and debt as well as net transfers to ARKO Parent.

For the nine months ended September 30, 2025, financing activities consisted primarily of net receipts of $2.4 million for long-term debt, repayments of $0.9 million for financing leases and $43.7 million of net transfers to ARKO Parent.

For the nine months ended September 30, 2024, financing activities consisted primarily of net receipts of $41.1 million from long-term debt and $93.0 million of net transfers to ARKO Parent. We also made an early payment of $17.2 million, as payment in full and as a discount to the $25.0 million deferred consideration in the TEG Acquisition, which would have been due on March 1, 2025.

For the year ended December 31, 2024, financing activities consisted primarily of net receipts of $40.4 million from long-term debt, which was offset by repayments of $0.2 million for financing leases, $3.4 million for additional consideration payments related to the 2020 acquisition of the business of Empire Petroleum Partners, LLC (the “Empire Acquisition”) and $108.8 million of net transfers to ARKO Parent. We also made an early payment of $17.2 million, as payment in full and as a discount to the $25.0 million deferred consideration in the TEG Acquisition, which would have been due on March 1, 2025.

For the year ended December 31, 2023, financing activities consisted primarily of net receipts of $76.4 million from long-term debt and $16.4 million of consideration paid by Blue Owl related to the 2023 Acquisitions, which transactions were accounted for as sale-leasebacks, offset by repayments of $0.1 million for financing leases, $3.5 million for additional consideration payments related to the Empire Acquisition and $63.8 million of net transfers to ARKO Parent.

For the year ended December 31, 2022, financing activities consisted primarily of net receipts of $27.2 million from long-term debt, $20.2 million of consideration paid by Blue Owl related to the Quarles Acquisition, which transaction was accounted for as sale-leaseback, offset by repayments of $0.1 million for financing leases, $5.9 million for additional consideration payments related to the Empire Acquisition and $50.3 million of net transfers to ARKO Parent.

Indebtedness

Credit Facilities

Financing Agreements with M&T Bank

ARKO Parent has a credit agreement with M&T Bank, of which certain of our subsidiaries are co-borrowers (the “M&T Credit Agreement”). This credit agreement provides a line of credit for up to $45.0 million to purchase equipment on or before September 2026, which may be borrowed in tranches, of which, as of September 30, 2025, $2.4 million outstanding was attributable to the Business. As of September 30, 2025, approximately $33.5 million remained available under ARKO Parent’s equipment line of credit. Additionally, this credit agreement originally provided for an aggregate original principal amount of $49.5 million of real estate loans (the “M&T Term Loans”).

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

On May 13, 2025, ARKO Parent entered into an amendment to its credit agreement with M&T Bank to increase the aggregate original principal amount of the M&T Term Loans from $49.5 million to $83.7 million. The additional $34.2 million principal amount of the M&T Term Loans, of which $5.5 million original principal amount was attributable to the Business, accrues interest at SOFR plus 2.25%, matures in May 2030 and is payable in monthly installments based on a fifteen-year amortization schedule, with the balance of the loan payable at maturity. As of September 30, 2025, $9.7 million aggregate principal amount of the outstanding M&T Term Loans was attributable to the Business.

Each additional equipment loan tranche under such credit agreement will have a term of up to five years from the date it is advanced, payable in equal monthly payments of principal plus interest of SOFR (as defined in the agreement) plus 2.75%. The M&T Term Loans bear interest at SOFR Adjusted (as defined in the agreement) plus 2.75% to 3.00% (depending on the loan), mature in June 2026 or November 2028 (depending on the loan) and are payable in monthly installments based on a fifteen-year amortization schedule, with the balance of each loan payable at maturity.

In connection with the amendment, the existing M&T Term Loans outstanding as of the date of such amendment began to accrue interest at SOFR plus 2.25%, the interest rate applicable to any M&T Term Loans incurred following the date of such amendment, and the borrowings under the M&T line of credit for purchases of equipment began to accrue interest, at ARKO Parent’s discretion, at either a fixed rate based on M&T Bank’s five-year cost of funds as of the applicable date of each tranche plus 2.25% or a floating rate at SOFR plus 2.25%.

The M&T Term Loans are secured by the real property of 78 sites acquired with the proceeds of such loans and certain other properties, including real property of 21 of 22 sites that ARKO Parent acquired in the second quarter of 2025 for aggregate consideration of $22.4 million, of which seven sites were attributable to the Business as of September 30, 2025.

In connection with the consummation of this offering, we expect the M&T Credit Agreement will be amended to remove our subsidiaries as borrowers or guarantors thereunder, and we will concurrently enter into the ARKO Parent Intercompany Notes with subsidiaries of ARKO Parent in an aggregate principal amount equal to the portion of the debt under the M&T Credit Agreement attributable to our business, which we expect to be approximately $14.9 million. The material terms of the ARKO Parent Intercompany Notes with respect to interest, maturity and the repayment of amounts thereunder will mirror those contained in the M&T Credit Agreement, and are intended to reflect the economics of, and align our payment obligations with, the portion of the indebtedness outstanding under the M&T Credit Agreement that is attributable to our business, and our assets that previously served as collateral under the M&T Credit Agreement will be released from M&T’s security interest.

Financing Agreement with PNC Bank, National Association (“PNC”)

ARKO Parent and certain subsidiaries (including certain of our subsidiaries as co-borrowers) have a financing arrangement with PNC (as amended, the “PNC Credit Agreement”) that provides a secured revolving credit facility for purposes of financing working capital (the “PNC Line of Credit”). The calculation of the availability under the PNC Credit Agreement is determined monthly subject to terms and limitations as set forth in the PNC Credit Agreement, taking into account the balances of receivables, inventory and letters of credit, among other things. PNC has a first priority lien on receivables, inventory and rights in bank accounts (other than assets that cannot be pledged due to regulatory or contractual obligations). As of September 30, 2025, ARKO Parent had no outstanding borrowings under the PNC Line of Credit.

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In connection with the consummation of this offering, we expect the PNC Credit Agreement will be amended, restated, and separated to, among other things, remove our subsidiaries as co-borrowers from the separated ARKO Parent PNC Credit Agreement and that certain of our subsidiaries will enter into a separate amended and restated credit agreement with PNC providing for a secured revolving credit facility with substantially similar terms as those under the PNC Line of Credit. We expect the aggregate principal amount available under ARKO Parent’s amended PNC Line of Credit to be up to $56 million and our credit facility with PNC to be up to $84 million, for total aggregate availability of $140 million which is the aggregate principal availability under the existing PNC Line of Credit. The PNC credit facility with certain of our subsidiaries will, among other carveouts, permit distributions to us for purposes of making dividends as described in “Cash Dividend Policy” provided that no event of default shall have occurred thereunder and the borrowers have “Undrawn Availability” and “Average Undrawn Availability” (in each case, as defined in such agreement of not less than 20% of the Maximum Revolving Advance Amount (as defined therein).

Financing Agreement with a Syndicate of Banks Led by Capital One, National Association (“Capital One”)

GPMP has a revolving credit facility with a syndicate of banks led by Capital One, National Association, in an aggregate principal amount of up to $800 million (the “Capital One Line of Credit”). At GPMP’s request, the Capital One Line of Credit can be increased up to $1.0 billion, subject to obtaining additional financing commitments from current lenders or from other banks, and subject to certain terms as detailed in the Capital One Line of Credit. The Capital One Line of Credit is available for general GPMP purposes, including working capital, capital expenditures and permitted acquisitions.

The Capital One Line of Credit matures on May 5, 2028. As of September 30, 2025 , approximately $380.8 million was drawn on the Capital One Line of Credit, $0.5 million of letters of credit were outstanding under the Capital One Line of Credit and approximately $418.7 million was available thereunder.

The Capital One Line of Credit bears interest, as elected by GPMP at: (a) Adjusted Term SOFR (as defined in the agreement) plus a margin of 2.25% to 3.25% or (b) a rate per annum equal to the alternate base rate (as defined in the agreement) plus a margin of 1.25% to 2.25%. The margin is determined according to a formula in the Capital One Line of Credit that depends on GPMP’s leverage.

Additionally, the Capital One Line of Credit limits GPMP’s ability to pay dividends to us to the extent of its available cash, which is generally the amount of cash and cash equivalents of GPMP and its subsidiaries less certain cash reserves, as determined by GPM Petroleum GP, LLC, GPMP’s general partner.

Guarantee of ARKO Parent Senior Notes

On October 21, 2021, ARKO Parent completed a private offering of $450.0 million aggregate principal amount of 5.125% Senior Notes due 2029 (the “Senior Notes”), which are guaranteed, jointly and severally on an unsecured senior basis, by certain of ARKO Parent’s wholly owned domestic subsidiaries, including us and certain of our subsidiaries (the “Guarantors”); however, neither GPMP nor any of its subsidiaries is a Guarantor.

The Senior Notes Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest; breach of

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covenants or other agreements in the Senior Notes Indenture; defaults in failure to pay certain other indebtedness; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is continuing under the Senior Notes Indenture, the trustee thereunder (the “Trustee”) or the holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding may declare the principal of, premium, if any, and accrued interest on all the Senior Notes immediately due and payable. The Guarantors have unconditionally and irrevocably guaranteed, jointly and severally, on a senior unsecured basis, (a) the full and punctual payment of principal of and interest on the Senior Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of ARKO Parent under the Senior Notes Indenture and the Senior Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of ARKO Parent under Senior Notes the Indenture and the Senior Notes (collectively, the “Guaranteed Obligations”).

Upon the failure of ARKO Parent to pay the principal of, or interest on, any of its obligations under the Senior Notes when and as the same become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor, upon receipt of written demand by the Trustee, must pay, or cause to be paid, in cash, to the holders of the Senior Notes or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of ARKO Parent to the holders of the Senior Notes and the Trustee. Pursuant to the Senior Notes Indenture, each Guarantor is entitled to contribution from all other Guarantors based on the respective net assets of all the Guarantors at the time of such payment.

The guarantees of the ARKO Parent Senior Notes by us and certain of our subsidiaries represent an off-balance sheet obligation. We believe that the likelihood of the Guarantors, including us, being required to make payments under their respective guarantees is remote based on ARKO Parent’s current financial condition and anticipated financial performance. However, if ARKO Parent’s financial condition deteriorates, then the possibility of the Guarantors being called upon to fulfill their obligations under the Senior Notes Indenture would increase.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP and this discussion and analysis of its financial condition and operating results require the our management to make judgments, assumptions and estimates that affect the amounts reported. Note 2, “Summary of Significant Accounting Policies,” of the combined financial statements, contained elsewhere in this prospectus, describes the significant accounting policies and methods used in the preparation of the combined financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. We believe the following critical accounting estimates affect our more significant judgments and estimates used in the preparation of our combined financial statements.

Application of ASC 842, Leases (“ASC 842”)

The lease liabilities and right-of-use assets are significantly impacted by the following:

•

Our determination of whether it is reasonably certain that an extension option will be exercised.

•

Our determination of whether it is reasonably certain a purchase option will be exercised.

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•

Some of the lease agreements include an increase in the consumer price index coupled with a multiplier and a percentage increase cap effectively assures the cap will be reached each year. We determine, based on past experience and consumer price index increase expectations, if these types of variable payments are in-substance fixed payments, in which case such payments are included in the lease payments and measurement of the lease liabilities.

•

The discount rates used in the calculations of the right-of-use assets and lease liabilities are based on our incremental borrowing rates and are primarily affected by economic environment, differences in the duration of each lease and the nature of the leased asset.

Environmental provision and reimbursement assets

We estimate the anticipated environmental costs with respect to contamination arising from the operation of gasoline marketing operations and the use of aboveground and underground storage tanks as well as the costs of other exposures and recognize a liability when these losses are anticipated and can be reasonably estimated. Reimbursement for these expenses from various state underground storage tank trust funds or from insurance companies is recognized as an asset and included in other current assets or non-current assets, as appropriate. The scope of the reimbursement asset and liability is estimated by a third-party at least twice a year and adjustments are made according to past experience, changing conditions and changes in governmental policies.

Liability for dismantling and removing aboveground and underground storage tanks and restoring the site on which the storage tanks are located

The liability is based on our estimates with respect to the external costs which will be necessary to remove the aboveground and underground storage tanks in the future, regulatory requirements, discount rate and an estimate of the length of the useful life of the storage tanks.

Property and equipment and amortizable intangible assets

We evaluate property and equipment and amortizable intangible assets for impairment when facts and circumstances indicate that the carrying values of such assets may not be recoverable. When evaluating for impairment, we first compare the carrying value of the asset to the asset’s estimated future undiscounted cash flows. If the estimated undiscounted future cash flows are less than the carrying value of the asset, we determine if we have an impairment loss by comparing the carrying value of the asset to the asset’s estimated fair value and recognize an impairment charge when the asset’s carrying value exceeds its estimated fair value. The adjusted carrying amount of the asset becomes its new cost basis and is depreciated over the asset’s remaining useful life.

Impairment of goodwill

We evaluate the need for impairment with regard to goodwill once a year or with greater frequency if there are indicators of impairment exist. Goodwill is tested for impairment by first comparing the fair value of a reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined according to assumptions and computations we set.

We perform an annual assessment to evaluate whether an impairment of goodwill exists. We performed the evaluation with the assistance of independent assessor which, for purposes of determining the fair value of the GPMP reporting unit to which the goodwill was attributed, utilized the income approach, namely, the present value of the future cash flows forecasted to be derived from the reporting unit, as well as the market approach.

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For the 2024 annual impairment test, the data used for the income approach was directly linked to our internal projections for 2025 through 2029. The long-term growth rate used in the terminal year was (0.6%) for the GPMP reporting unit, in accordance with the relevant weighted average long-term nominal growth rate. The cash flows used assumed an unlevered, debt-free basis with no deduction for interest of debt principal to present the cash flows available for debt and equity holders. The discount rate was determined based on the risk profile of the reporting unit, and was derived from its weighted average cost of capital (“WACC”) as assessed by management with the assistance of an independent assessor. The WACC took into account both debt and equity. The discount rate applied to the cash flow projections was approximately 8.5%.

The impairment review was sensitive to changes in the key assumptions used. Our key assumptions included revenue and profit growth, capital expenditures, external industry data and past experiences. The major assumptions that could result in significant sensitivities were the discount rate, the long-term growth rate and capital expenditures. Sensitivity analyses were performed by applying various reasonable scenarios whereby the long-term growth rate and discount rate were adjusted within a reasonable range. None of the sensitivity scenarios indicated a potential impairment.

Deferred tax assets

We account for income taxes and the related accounts in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the differences reverse. Deferred tax assets are recognized for future tax benefits and credit carryforwards to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect any changes in estimates in the valuation allowance. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

We are required to make judgments, estimates and assumptions to establish the amount of deferred tax assets to be recognized based on timing differences, the expected taxable income and its sources and the tax planning strategy.

Quantitative and Qualitative Disclosures about Market Risk

Commodity Price Risk

We have limited exposure to commodity price risk as a result of the payment and volume-related discounts in certain of our fuel supply contracts with our fuel suppliers, which are based on the market price of motor fuel. Significant increases in fuel prices could result in significant increases in the retail price of fuel and in lower sales to dealers, fleet fueling customers and ARKO Retail Sites. When fuel prices rise, some of our dealers may have insufficient credit to purchase fuel from us at their historical volumes. In addition, significant and persistent increases in the retail price of fuel could also diminish consumer demand, which could subsequently diminish the volume of fuel we distribute to ARKO Retail Sites. From time to time, we make use of derivative commodity instruments to manage risks associated with an immaterial number of gallons designed to offset changes in the price of fuel that are directly tied to firm commitments to purchase diesel fuel.

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Interest Rate Risk

We may be subject to market risk from exposure to changes in interest rates based on our financing, investing, and cash management activities. As of December 31, 2024, 2023 and 2022, the interest rate on our Capital One Line of Credit was 7.4%, 8.2%, and 6.6%, respectively. As of December 31, 2024, 2023 and 2022, the interest rate on the M&T Term Loans attributable to the Business was 7.7%, 8.5% and 7.3%, respectively. The interest rate on the variable portion of the M&T equipment loans attributable to the Business was 7.4% and 8.1% as of December 31, 2024 and 2023, respectively, and no loan was attributable to the Business as of December 31, 2022. As of September 30, 2025 and September 30, 2024, the interest rate on our Capital One Line of Credit was 7.4% and 8.1%, respectively. As of September 30, 2025 and September 30, 2024, the interest rate on the M&T Term Loans attributable to the Business was 6.6% and 8.3%, respectively. The interest rate on the variable portion of the M&T equipment loans attributable to the Business was 6.6% and 8.1% as of September 30, 2025 and September 30, 2024, respectively. As of September 30, 2025, all of our debt bears interest at variable rates. Based on the outstanding balances at December 31, 2024 and September 30, 2025, if our Capital One Line of Credit and M&T loans bearing variable interest rate increases by 1%, then our debt service on an annual basis would increase in each case by approximately $3.9 million. Interest rates on commercial bank borrowings and debt offerings could be higher than current levels, causing our financing costs to increase accordingly. Although this could limit our ability to raise funds in the debt capital markets, we expect to remain competitive with respect to acquisitions and capital projects, as our competitors would likely face similar circumstances. For additional information regarding our interest rate risk, see “Risk Factors—Risks Related to Our Business and Industry—Our variable rate debt could adversely affect our financial condition and results of operations.”

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Overview

We are a growth-oriented, fuel distribution company and one of the largest wholesale fuel distributors by gallons in North America, supplying customers in more than 30 states across the U.S. We were formed by ARKO Parent (Nasdaq: ARKO), one of the largest convenience store operators in the U.S. We primarily engage in the fee-based wholesale distribution of motor fuel to ARKO Retail Sites and to third-party dealers under long-term contracts, and we sell fuel at our fleet fueling locations. One of our key business objectives is to make quarterly cash distributions to stockholders and, over time, increase our quarterly cash distribution.

We operate through three reportable segments:

ii.

Fleet Fueling: Our Fleet Fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations that serve commercial vehicle fleets) that primarily sell fuel to commercial and municipal entity customers, and we also generate revenue through commissions from the sale of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites. APC is one of the largest cardlock operators in the U.S. and maintains a leading position in the Mid-Atlantic region.

iii.

We have a proven track record of long-term, sustainable growth in gallons distributed. Between January 1, 2020 and September 30, 2025, we grew our gallons distributed or sold by a compounded annual growth rate (CAGR) of approximately 12%, driven primarily by the addition of 624 net new sites (inclusive of ARKO Retail Sites), bringing our total sites to 3,499 as of September 30, 2025, and our fuel margin by a CAGR of approximately 14% over the same time period.

As of September 30, 2025, our business operations included:

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Supplying fuel to 1,158 ARKO Retail Sites, pursuant to a long-term motor fuel distribution agreement with ARKO Parent

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Supplying fuel to 2,053 gas stations operated by third-party dealers, pursuant to long-term agreements

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The operation of a total of 288 proprietary and third-party unstaffed cardlock locations

We have designed our operating model to be cost-and-capital-efficient based on the following characteristics: (i) the business requires a limited number of employees; (ii) relatively low operating costs, which generally result in high conversion of gross profit to Adjusted EBITDA¹¹ and, similarly, an attractive margin profile; and (iii) adding wholesale and cardlock sites is not expected to require substantial incremental corporate overhead, providing an opportunity to scale efficiently. Additionally, our cost-and-capital-efficient operating model, relatively low leverage and stable and growing cash flow profile, are expected to position us to consistently convert a high level of Adjusted EBITDA¹¹ into Discretionary Cash Flow¹¹, enabling us to prioritize the return of capital to shareholders in the form of consistent and growing cash dividends.

Map of ARKO Petroleum Corp.’s Wholesale, ARKO Retail and Fleet Fueling Sites¹²

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Our Relationship with ARKO Parent

¹¹

¹²

APC site location data as of September 30, 2025.

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in full). Upon completion of this offering, we will be a subsidiary of ARKO Parent and “controlled company” within the meaning of the rules of Nasdaq and, as a result, there may be conflicts of interest from time to time. ARKO Parent is expected to continue to own a significant controlling interest in APC following this offering and will therefore have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions. See “—Controlled Company Status.” ARKO Parent is a committed customer and has agreed to purchase fuel from us as part of its ongoing supply needs pursuant to the Fuel Distribution Agreement to be entered into with ARKO Parent in connection with this offering. Any conflicts of interest between ARKO Parent and us will be reviewed by our Conflicts Committee. We will enter into certain contractual arrangements governing our commercial, operational and governance relationship with ARKO Parent, consisting of a Management Services Agreement, an Omnibus Agreement, an Employee and Intercompany Matters Agreement, a Fuel Distribution Agreement, a Tax Matters Agreement, a Registration Rights Agreement and certain real estate arrangements. For a description of such agreements, see “Business—Agreements with ARKO Parent” and “Certain Relationships and Related Party Transactions.” For more information regarding our arrangements with ARKO Parent, see the sections entitled “Risk Factors—Risks Related to the Transactions and our Governance Relationship with ARKO Parent” and “Management—Board Committees—Conflicts Committee.”

ARKO Parent operates convenience stores that sell fuel products and merchandise to retail customers through more than 25 regional store brands. The vast majority of ARKO Parent-operated convenience stores sell fuel. For the year ended December 31, 2024, ARKO Parent’s retail segment generated total revenues of $5.3 billion, including $1.8 billion of in-store sales and other revenues. During that same period, ARKO Parent sold 1.1 billion gallons of branded and unbranded fuel to its retail customers. For the nine-months ended September 30, 2025, ARKO Parent’s retail segment generated total revenues of $3.4 billion, including $1.2 million of in-store sales and other revenues. During that same period, ARKO Parent sold 704 million gallons of branded and unbranded fuel to its retail customers. We enjoy substantial purchasing power across our entire platform as a result of supplying fuel to ARKO Parent.

In October 2020, ARKO Parent significantly expanded its wholesale business following the acquisition of the business of Empire Petroleum Partners. Subsequently, ARKO Parent established its fleet fueling business following the acquisition of the fleet fueling division of Quarles Petroleum, Incorporated in July 2022. ARKO Parent continued to grow the Wholesale and Fleet Fueling businesses through acquisitions from Transit Energy Group and WTG Fuels, respectively.

Future ARKO Retail organic growth and acquisitions benefit us by: (i) increasing our contracted gallons sold to ARKO Retail Sites and (ii) broadening the opportunity set of desirable M&A targets for us to include wholesale and fleet fueling business that are part of retail companies which may be acquired by ARKO Parent, leveraging ARKO Parent’s strong history of retail growth. Aside from ARKO Retail, no single customer currently accounts for more than approximately 1.0% of gallons annually. As we grow our business going forward, we plan to diversify our customer base and decrease our concentration of fuel distributed to ARKO Retail Sites.

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conversion which are currently under letter of intent or contract or have been converted since the end of the quarter, with a further meaningful pipeline for conversion ahead. Following the completion of this offering, ARKO Parent will continue to operate a significant retail business.

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Note: Statistics are cumulative based on year end for its respective period. Gallon data is displayed in millions of gallons of fuel sold.

Our Lines of Business

Gallons Sold and Site Count (mm)¹⁵:

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¹³

Includes immaterial gallons sold by the GPMP segment to third-party dealers.

¹⁴

Excludes gallons sold by our non-reportable segments.

¹⁵

In July 2022, we added the Fleet Fueling segment to our business.

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Wholesale Segment

•

Historically, the majority of growth within our Wholesale segment has been through acquisitions. We intend to continue to grow our business through strategic and accretive acquisitions of wholesale distribution businesses both within our existing area of operations and in new geographic areas. Our experienced M&A team continually evaluates attractive, synergistic opportunities. Our scale and the experience of our management team gives us the flexibility to pursue a wide range of opportunities from bolt-on acquisitions to large-scale transactions. The wholesale distribution industry is fragmented, with a

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majority of wholesale fuel distributors operating on a smaller scale. In recent years there has been substantial consolidation involving such smaller fuel distributors, which we expect will continue. We believe there is a considerable opportunity for us to be a driver of that consolidation in our industry.

Key Wholesale segment highlights:

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Historically stable fuel margins

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Wholesale customers primarily operate under long-term, exclusive contracts

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Historically stable cash flows and limited commodity price risk

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The wholesale market is fragmented, and we believe ripe with potentially accretive acquisition opportunities that can be integrated by APC’s experienced M&A team

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Benefits from our economy of scale and relationships with all the major oil companies

•

Limited ongoing maintenance capital expenditures have resulted in high conversion of EBITDA¹⁶ to Discretionary Cash Flow¹⁶

As of September 30, 2025, the Wholesale segment supplied fuel to 2,053 sites. For the year ended December 31, 2024, the Wholesale segment sold 949 million gallons of fuel, generating revenues of $2.8 billion, and fuel contribution of $90 million, and for the nine-month period ended September 30, 2025, the Wholesale segment sold 740 million gallons of fuel, generating revenues of $2.09 billion, and fuel contribution of $70.5 million.

Fleet Fueling Segment

Key Fleet Fueling segment highlights:

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As of September 30, 2025, diesel fuel accounted for approximately 80% of our fleet fuel sales, which historically has generated more attractive margins relative to gasoline

•

On-site labor is unnecessary to run cardlocks, creating attractive site level economics

¹⁶

EBITDA and Discretionary Cash Flow are non-GAAP measures. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures.”

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Sites present efficient site design, optimal location selection with a built-in customer base due to a high concentration of commercial businesses

•

New cardlock locations can offer high return, capital-efficient organic growth

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Third-party cardlocks generate revenue, and we expect that there is room to grow the number of third-party cardlocks we supply through territorial expansion and moderate pricing power

•

The fleet fueling market is fragmented and we believe ripe with potentially accretive acquisition opportunities that can be integrated by APC’s experienced M&A team

As of September 30, 2025, the Fleet Fueling segment operated a total of 288 sites. For the year ended December 31, 2024, the Fleet Fueling segment sold 149 million gallons of fuel, generating revenues of $525 million, and fuel contribution of $64 million and for the nine-month period ended September 30, 2025, the Fleet Fueling segment sold 108 million gallons of fuel, generating revenues of $366 million, and fuel contribution of $49.8 million.

GPMP segment

Our GPMP segment includes the supply of fuel to substantially all of the ARKO Retail Sites at our cost of fuel (including taxes and transportation) plus a fixed margin (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter), with ARKO Parent receiving any prompt pay discounts and rebates. The sales to ARKO Retail Sites, similar to our Wholesale cost-plus arrangements, limit our exposure to commodity price volatility. In addition, the GPMP segment charges a fixed fee (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter) to certain of the ARKO Retail Sites that are not supplied by us. Our GPMP segment also includes inter-segment transactions for the sale of fuel to substantially all of our Wholesale locations at our cost of fuel (including taxes and transportation) plus a fixed margin (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter) and charges a fixed fee (5.0 cents per gallon prior to January 1, 2026 and 6.0 cents per gallon thereafter) primarily to fleet fueling locations that are not supplied by the GPMP segment. All inter-segment transactions are eliminated in the combined financial statements included in this prospectus.

Our Business Strategies

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Focus on Stable, Fee-based Activities that Provide Long-term Value for our Stockholders by:

•

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Leverage Our Relationship with ARKO Parent to Maintain and Grow Stable Cash Flows by:

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Increasing our fuel distribution volumes by growing volumes of fuel sold at both existing and new-to-industry ARKO Retail Sites. ARKO Parent is a committed customer and has agreed to continue purchasing fuel from us as part of its ongoing supply needs through long-term contractual arrangements with us. ARKO Parent has recently begun investing its capital toward strategic sub- segments of its retail stores and new-to-industry sites, with a goal of increasing traffic and fuel gallons sold.

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Expand Our Third-Party Wholesale Distribution and Fleet Fueling Businesses by:

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Increasing our wholesale dealer network through recruitment of new dealers. We plan to continue to organically grow our Wholesale business by increasing the number of dealer locations. We benefit from a large-scale sales force of approximately 50 dedicated representatives actively pursuing new contracts and customers as ordinary course of business expansion. We also offer the option for our dealers to participate in our PVP, which allows our dealers to receive the benefit of more competitive group pricing from non-fuel vendors while also providing us rebates on purchases from selected vendors and making such dealer relationships stickier.

•

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is continually evaluating opportunities, leveraging a breadth of industry relationships, our strong reputation, and a long track record of success in both wholesale and fleet fueling M&A. Our scale and the experience of our management team gives us the flexibility to pursue a wide range of acquisition opportunities from small bolt-on acquisitions to large-scale transactions. We believe acquiring incremental dealer and cardlock locations may enhance our scale benefits by lowering fuel purchasing costs and creating a business with an attractive margin profile.

•

Maintain a Conservative Capital Structure with Enhanced Financial Flexibility by:

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Pursuing a conservatively capitalized balance sheet with disciplined financial policy. We plan to maintain a conservative balance sheet that provides ample liquidity and financial flexibility. Based on our revolving borrowing capacity under our Capital One Line of Credit (as defined below) and cash on hand, we had liquidity of $444 million as of December 31, 2024, consisting of approximately $25 million of cash and cash equivalents as of December 31, 2024, and approximately $418.7 million of availability under our Capital One Line of Credit. As of September 30, 2025, we had indebtedness of $389 million and $33 million cash on hand, resulting in total debt, net to net income for the last twelve months of 12.1x and a Ratio of Net Debt to Adjusted EBITDA¹⁷ for the last twelve months of 3.4x. We are targeting what we believe to be a peer leading Ratio of Net Debt to Adjusted EBITDA of less than 2.5x immediately after giving effect to this offering and the application of the proceeds from this offering as described in “Use of Proceeds.” Based on our revolving borrowing capacity under our Capital One Line of Credit and cash on hand, we had liquidity of $451.7 million as of September 30, 2025, consisting of approximately $33.0 million of cash and cash equivalents and $418.7 million of unused availability under our $800 million Capital One Line of Credit.

Our Competitive Strengths

We believe that the following strengths will allow us to successfully execute our business strategies:

•

¹⁷

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We believe that the variety of branded and unbranded motor fuel that we distribute is a key competitive advantage over many other wholesale fuel distributors. As an independent wholesale distributor with strong relationships with a diverse group of major oil companies, we are able to tailor our distribution of specific brands to dealers in geographic regions with demonstrated brand preferences.

•

Summary of Conflicts of Interest with ARKO Parent

While our relationship with ARKO Parent is a significant strength, it is also a source of potential conflicts. Potential conflicts may arise between ARKO Retail and us in a number of areas relating to our strategic relationship, including but not limited to the nature, quality, and pricing of services ARKO Parent has agreed to provide us, and any new commercial arrangements between ARKO Parent and us in the future. The resolution of any potential conflicts or disputes between ARKO Parent and us may be less favorable to us than the resolution we might achieve if we were dealing with an unaffiliated third party. We expect to address any such conflicts by requiring specific matters that our Board of Directors believes may involve conflicts of interest to be reviewed and approved by our independent Conflicts Committee. Additionally, we expect a majority of our directors will also be directors of ARKO Parent. For a more detailed description of such conflicts of interest and the related risks, see “Risk Factors—Risks Related to the Transactions and our Governance Relationship with ARKO Parent” and “Certain Relationships and Related Party Transactions.”

The Transactions

Prior to this offering, ARKO Parent will transfer certain real estate and equipment assets to the Contributed Businesses. In connection with the closing of this offering, we and ARKO Parent will complete a series of transactions whereby ARKO Parent will (i) transfer certain additional real estate and equipment assets to the Contributed Businesses, along with assigning, leasing or subleasing the leasehold interest in certain properties, (ii) contribute all of the issued and outstanding equity interests in the Contributed Businesses to us such that the Contributed Businesses will be our wholly owned subsidiaries, (iii) enter into, or amend, various agreements with us, including agreements pursuant to which our GPMP segment will be the exclusive supplier of motor fuel to ARKO Retail Sites, see “Business,” (iv) amend and restate our certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock, with the holders of our Class A common stock entitled to one vote per share and the holders of our Class B common stock entitled to five votes per share, in each case on all matters submitted to a vote of our stockholders, and provide that shares of Class B common stock may only be owned by ARKO Parent and its affiliates (other than us), and (v) we will issue a wholly owned subsidiary of ARKO Parent 35,000,000 shares of Class B common stock, representing 76.9% of the economic interests in us and 94.3% of the combined voting power of our Class A common stock and Class B common stock (or 74.3% of the economic interests in us and 93.5% of the combined voting power of our Class A common stock and Class B common stock if the underwriters exercise their over-allotment option to purchase additional

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shares of Class A common stock in full). Additionally, in connection with such transactions, certain of the ARKO Parent subsidiaries contributed to us will transfer to ARKO Parent certain real estate assets not related to the ongoing operations of the Contributed Businesses and we will enter into certain subleases, as the sublessee, and master leases, as cotenant or a sublessee, with ARKO Parent for the sites on which we operate.

We collectively refer to the foregoing transactions, this offering, as the “Transactions.”

Our Industry

The wholesale motor fuel industry consists of sales of branded and unbranded gasoline and on-highway diesel to retail gas station operators and other wholesale distributors. We play an important role in the energy value chain as we provide smaller fueling station operators with access to fuel products from major oil companies and independent refining companies. In many cases, these operators gain access to major oil company branded fuel and associated imaging programs (branded fuel canopies, fueling equipment and loyalty programs), which enable them to compete more effectively with larger chains. As an alternative, independent station operators may choose to create their own fuel brand offering, in which case we are likely able to supply them with fuel products at lower prices than they would otherwise be able to obtain on their own.

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sophistication, access to numerous suppliers and supply points, as well as our robust energy logistics infrastructure ensure that we have competitive access to supply in periods of disruption, enhancing our ability to serve as a reliable supply partner to our customers.

U.S. consumption of gasoline and distillate fuels has shown long term stability. In 2024, 194.8 billion gallons of gasoline and diesel fuel were supplied in the U.S. Excluding COVID-19 effects in 2020, volumes have remained between 8.7 to 9.3 million barrels per day of gasoline¹⁸ and 3.7 to 4.2 million barrels per day of distillate fuels¹⁹ since 2010, according to EIA. Moreover, the 2024 aggregate consumption returned to 94.4% of its pre-COVID peak in 2018, despite lingering work-from-home trends, improving vehicle fuel efficiency, and growing EV sales. Internal combustion engines continue to comprise the vast majority of vehicles on the road and new vehicles sold, with EVs projected to hold just a 26% share of vehicles on the road by 2035.²⁰ Fueling stations have demonstrated the adaptability to evolve with consumer preferences and serve both traditional combustion engines and other types, including EVs as well as hybrids. Within this changing landscape, there is significant whitespace for growth, particularly for companies with an established market presence, proven adaptability to market demands, and operational scale.

Change in Vehicle Miles Traveled (VMT) vs. Gasoline Demand YoY

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¹⁸

EIA. U.S. Product Supplied of Finished Motor Gasoline (Thousand Barrels per Day). Sourcekey: MGFEXUS2

¹⁹

EIA. U.S. Product Supplied of Distillate Fuel Oil (Thousand Barrels per Day). Sourcekey: MDIUPUS2

²⁰

Edison Electric Institute. Electric Vehicle Sales and the Charging Infrastructure Required Through 2035 Report. October 2, 2024.

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Source: FRED & EIA.

Gasoline and Diesel Supply (Millions of Gallons/Day)

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Source: EIA.

As shown in the map below, the United States is divided into five PADDs. APC’s suppliers and customers are mostly located in PADD 1 (East Coast), 2 (Midwest), and 3 (Gulf Coast). PADD 1 consists of 7 operating refineries that can handle 0.9MMbpd of crude oil and represent 35% of total U.S. gasoline consumption. PADD 2 consists of 25 operating refineries that can handle 4.2MMbpd of crude oil and represent 29% of total U.S. gasoline consumption. PADD 3 consists of 59 operating refineries that can handle 10.1MMbpd of crude oil and represent 16% of total U.S. gasoline consumption. According to the EIA, the U.S. consumes 20.3 million barrels of refined petroleum products per day, with 8.9 million being gasoline.

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APC Footprint by PADD

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Source: Company Data as of 9/30/2025.

Agreements with ARKO Parent

Management Services Agreement

We will depend on corporate and administrative services provided by ARKO Parent and its employees, under a Management Services Agreement to be entered into immediately prior to the completion of this offering (the “Management Services Agreement”). Under the Management Services Agreement, ARKO Parent will continue to perform or arrange for a broad range of services for our benefit, including support in the areas of operations, human resources, payroll and benefits administration, finance and accounting, financial and public company reporting, information technology, legal, real estate management, executive services and general administrative services, subject to certain conditions set forth therein.

The Management Services Agreement is designed to ensure continuity of operations and provide us with access to centralized resources that ARKO Parent has historically managed on behalf of our business prior to the consummation of the Transactions. The scope of services may be modified from time to time by mutual agreement of the parties, and the related fees are generally based on cost allocations, usage or other metrics, plus reimbursement of direct expenses. Any material amendment or modification to, or waiver under the Management Services Agreement shall be subject to the review and approval by our Conflicts Committee, which will consist of at least two directors who are independent under the Nasdaq corporate governance standards and do not also serve on the ARKO Parent Board of Directors.

The Management Services Agreement shall remain in effect until terminated by mutual consent of the parties, upon a change of control of us, upon failure to pay undisputed fees or a material breach, subject to cure periods, or if a service provided by ARKO Parent is no longer required by us.

For more information, see “Certain Relationships and Related Party Transactions—Management Services Agreement.”

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Omnibus Agreement

Immediately prior to the completion of this offering, we will enter into an Amended and Restated Omnibus Agreement (the “Omnibus Agreement”) with ARKO Parent, providing that, until the expiration or earlier termination of the Fuel Distribution Agreement, our subsidiaries will be the exclusive distributors of motor fuel volumes required by ARKO Parent and its affiliates, subject to limited exceptions as described in the Fuel Distribution Agreement below. We believe this will ensure a long-term, exclusive fuel supply relationship for our operations.

The Omnibus Agreement also governs acquisition and other accretive opportunities and how they will be allocated among the parties. If opportunities arise for either us or ARKO Parent to acquire convenience stores, wholesale motor fuel distribution contracts, dealer or consignment locations, fleet fueling locations, or related fuel distribution assets, ARKO Parent will be offered the opportunity to acquire the convenience store businesses, while we will be offered the opportunity to acquire wholesale, fleet fueling and supply-related businesses, at a purchase price that the parties negotiate in good faith.

The Omnibus Agreement may be terminated by either party if the other commits a material default that is not cured within 30 days of written notice.

For more information, see “Certain Relationships and Related Party Transactions—Omnibus Agreement.”

Employee and Intercompany Matters Agreement

Immediately prior to the completion of this offering, we will enter into an Employee and Intercompany Matters Agreement (the “Employee and Intercompany Matters Agreement”) with ARKO Parent and its subsidiaries, which will govern the allocation of employee benefit and compensation plans, and certain shared obligations between us and our affiliates following this offering.

The Employee and Intercompany Matters Agreement provides for ARKO Parent’s continued participation of our employees in 401(k), non-qualified deferred compensation plan, health and welfare and other benefit plans until such time as we may establish such plans, provided that any such plan we establish shall assume the liabilities with respect to our eligible employees under the analogous ARKO Parent plan and we shall provide such employees with the same benefits as provided by, or accrued under, such ARKO Parent plan. Outstanding and future equity awards to our employees under ARKO Parent’s equity incentive plans will continue to vest, if at all, pursuant to their terms, until such time as our and ARKO Parent’s boards of directors and related compensation committees agree that such awards shall be converted to awards under our equity incentive plans. The Employee and Intercompany Matters Agreement also provides for the assumption of liabilities relating to our employees and former employees, and the allocation of costs associated with payroll taxes, workers’ compensation and employee programs.

For so long as ARKO Parent or its affiliates own more than 50% of our outstanding equity, the Employee and Intercompany Matters Agreement provides we shall continue to be covered by ARKO Parent insurance policies, except with respect to our directors and officers insurance, and we may seek recoveries thereunder, provided that we do not prejudice or limit ARKO Parent’s recovery under such policies for its own claims. To the extent (i) any self-insured retention or deductible must be shared because a claim relates to both the ARKO Parent and us or (ii) the applicable policy maximum is reached in any policy year, our Conflicts Committee and ARKO Parent shall negotiate in good faith to determine

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a fair and equitable allocation. The Employee and Intercompany Matters Agreement also governs the allocation of indemnity obligations with respect to officers and directors of both entities, confidentiality and legal privilege matters, cooperation in litigation, and covenants with respect to compliance with the terms of the Senior Notes Indenture, including our obligation not to utilize any of the “baskets” therein without ARKO Parent’s consent, ARKO Parent’s agreement to indemnify us from any and all payment obligations arising thereunder and reimburse us for any amounts which we remit to the trustee thereunder.

In addition, the Employee and Intercompany Matters Agreement grants us and our subsidiaries a non-transferable, non-exclusive, royalty-free license to use the “GPM” name and related marks. Ownership of the name and marks remains with GPM, and our use must comply with GPM’s quality standards. This license terminates upon the termination of the Employee and Intercompany Matters Agreement.

The Employee and Intercompany Matters Agreement may be terminated only by mutual consent of all parties, except that upon a change of control of us or GPM, one party may terminate the agreement upon no fewer than 60 days’ prior written notice to the other party.

For more information, see “Certain Relationships and Related Party Transactions—Employee and Intercompany Matters Agreement.”

Fuel Distribution Agreement

Immediately prior to the completion of this offering, we will enter into a Third Amended, Restated and Consolidated Fuel Distribution Agreement (the “Fuel Distribution Agreement”) with ARKO Parent and certain of its subsidiaries. The Fuel Distribution Agreement will regulate the terms and conditions regarding the purchase, sale and exclusive distribution of branded and unbranded gasoline (all grades), diesel fuel, ethanol, biodiesel and kerosene (the “Products”) for the convenience stores and gasoline facilities operated by ARKO Parent and its applicable subsidiaries (the “Stations”).

The Fuel Distribution Agreement requires ARKO Parent to exclusively source from us all of its fuel requirements for the Stations, subject to certain limited exceptions, such as pre-existing supply contracts, governmental allocation restrictions, or circumstances outside of ARKO Parent’s control. The Fuel Distribution Agreement establishes pricing based on the applicable rack price plus a fixed adder, together with applicable taxes, fees and surcharges. Under the Fuel Distribution Agreement, we agreed to be the exclusive supplier of Products for the Stations for a period of ten years, subject to earlier termination under certain circumstances, including termination if ARKO Parent sells all or substantially all of its business and the party that acquires ARKO Parent’s business does not assume the Fuel Distribution Agreement, subject to ARKO Parent paying liquidated damages.

Additionally, the Fuel Distribution Agreement also governs the circumstances under which stations may be removed from our exclusive supplier arrangement, such as station closures, lease expirations or sales to non-affiliates, subject to certain conditions as set forth in the Fuel Distribution Agreement, and the conditions under which we or ARKO Parent may replace branded fuel products, at the cost of the initiating party. In addition, the Fuel Distribution Agreement requires ARKO Parent to market and sell branded fuel sold by us in accordance with certain brand standards and governs the non-exclusive license granted by us, with consent of the branded fuel suppliers, to ARKO Parent.

For more information, see “Certain Relationships and Related Party Transactions—Fuel Distribution Agreement.”

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Tax Matters Agreement

Immediately prior to the completion of this offering, we and ARKO Parent will enter into a Tax Matters Agreement (the “Tax Matters Agreement”) that will govern our and ARKO Parent’s respective rights, responsibilities and obligations with respect to certain tax matters, including tax liabilities (including responsibility and potential indemnification obligations for taxes attributable to our business and taxes arising, under certain circumstances, in connection with the Transactions and the transfer of shares of our common stock by means of a pro rata distribution by ARKO Parent to its stockholders, if pursued), tax attributes, tax contests and tax returns (including our inclusion in the U.S. federal consolidated group tax return, and certain other combined or similar group tax returns, with ARKO Parent during such time as the minimum ownership requirements are met, and our continuing joint and several liability with ARKO Parent for such tax returns).

For more information, see “Certain Relationships and Related Party Transactions—Tax Matters Agreement.”

Registration Rights Agreement

On the date this offering is completed, we will enter into a registration rights agreement with ARKO Parent pursuant to which, among other things, we will grant ARKO Parent and its affiliates certain registration rights with respect to our Class A common stock issuable upon conversion of the Class B common stock owned by ARKO Parent and its affiliates.

For more information, see “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Real Estate

We control a long-term real estate portfolio composed of 189 owned locations and 624 leased locations as of September 30, 2025. Of the owned portfolio, 158 were dealer sites and 31 were cardlock locations. Of the leased properties, 470 were dealer sites and 154 were cardlock locations. APC’s weighted-average remaining lease length as of September 30, 2025 was 15.0 years.

Real Estate Arrangements with ARKO Parent

In connection with this offering, there are various agreements amongst us, ARKO Parent and its related entities, pursuant to which we lease certain of our sites from third parties, sublease from ARKO Parent, or act as cotenant with ARKO Parent under master leases. An assignment, assumption, master sublease and bill of sale agreement assigns current subleases with operations from GPM (ARKO Parent) entities to GPME, contains a bill of sale for the equipment moved from the GPM entities to GPME, and subleases properties from GPM parties to GPME for sites already dealerized. There are also lease agreements related to GPM RE-owned real property, wherein we lease the real property to GPM (for certain current ARKO Retail Sites). Lastly, there will be sublease agreements for single site deals between various GPM entities as sublessor and GPME as sublessee relating to leased sites will be dealerized in the future. See “Certain Relationships and Related Party Transactions—Real Estate Arrangements with ARKO Parent.”

Competition

The wholesale business is competitive. In the wholesale segment, we supply fuel to third-parties both at sites owned or leased by dealers, and bulk and spot purchasers. For sites that we do not own or lease, in the renewal of contracts, we compete with refiners that distribute their own products, as well as other independent third-party motor fuel distributors.

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In order to mitigate this competition, we typically offer our third party dealers competitive pricing within the framework of our existing fuel supply agreements, such as those we have with BP, ExxonMobil, Marathon, Motiva, Shell and Valero, with the advantage that we distribute fuel sourced from a number of major oil company suppliers which allows us to approach a wide variety of branded and unbranded dealers in order to offer a variety of alternative supply arrangements. Wholesale fuel distributors typically compete by offering lesser collateral requirements and larger incentives and/or rebates to enter into contracts. We believe we have competitive arrangements with respect to fuel equipment, which provides an advantage when negotiating contracts with equipment suppliers by allowing us to be more competitive on upfront investments at sites.

Cardlocks compete against retail gas stations, especially those with a significant number of high-flow diesel pumps, however, we believe that our cardlock footprint allows for easier access and more efficient fueling for commercial vehicles than traditional retail fueling locations. Site growth in the fleet fueling segment is driven by commercial customers outsourcing the provision of on-site fleet fueling. The primary competitors for third-party sites are companies that provide delivered fuels, with national, regional and local companies offering this service. We believe that we are well positioned in the industry because we combine the ability to utilize our proprietary cardlock sites with our fleet card product sales.

We believe that the primary barriers to entering our industry are the significant financial strength required to enter into agreements with suppliers of fuel products and competition from other fuel companies and retail chains.

Environmental and Other Government Regulations

Our operations are subject to numerous legal and regulatory restrictions and requirements at the federal, state and local levels. With regard to fuel, these restrictions and requirements relate primarily to the transportation, storage, and sale of petroleum products, including stringent environmental protection requirements. In our wholesale segment, we are also subject to the Petroleum Marketing Practices Act, which is a federal law that applies to the relationships between fuel suppliers and wholesale distributors, as well as between wholesale distributors and dealers, regarding the marketing of branded fuel.

With respect to data collected by us or on our behalf, including credit card information and data related to customers, we are subject to federal, state and local requirements related to the possession, use and disclosure of personally identifiable information, including mandated procedures to be followed in the event a data breach were to occur.

We hold various federal, state, and local licenses and permits, some of which are perpetual, but most of which must be renewed annually. These include general business licenses and licenses and permits that are required in connection with the sale of fuel.

Our operations are subject to federal and state laws governing such matters as minimum wage, overtime, rest breaks, working conditions and employment eligibility requirements. New and proposed regulations at local, state and federal levels have affected minimum wage rates, paid time-off and paid sick leave.

With respect to environmental, health and safety regulations, we are subject to a comprehensive framework of local, state and federal laws and regulations governing our properties and operations, including, but not limited to, the transportation, storage and sale of fuel. These regulations significantly impact our operations and necessitate strict adherence to the requirements set forth by the U.S. Environmental Protection Agency (“EPA”) and other federal and state agencies. Any failure to comply

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with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, imposition of remedial obligations, and the issuance of injunctions delaying or prohibiting operations. In addition, the long-term trend in environmental regulation is to place more restrictions on activities that may affect the environment, and thus, any changes in, or more stringent enforcement of, these laws and regulations that result in more stringent and costly pollution control equipment, or delays in the permitting or performance of projects, or additional or more stringent waste handling, storage, transport, disposal or remediation requirements could have a material adverse effect on our operations and financial position. Key applicable federal statutes include the Comprehensive Environmental Response, Compensation, and Liability Act; the Resource Conservation and Recovery Act; the Clean Air Act; the Occupational Safety and Health Act; the Hazardous Materials Transportation Act; the Energy Policy and Conservation Act; and analogous local and state laws and regulations. Compliance with these laws is essential to our commitment to environmental stewardship and operational integrity.

The EPA and several states also regulate the ownership and operation of underground fuel storage tanks (“USTs”), the release of hazardous substances into the air, water and land; the storage, handling disposal and transportation of hazardous materials; restrictions on exposure to hazardous substances and maintaining safety and health of employees who handle or are exposed to such substances. These regulations require UST owners to demonstrate that they have the financial capacity to pay for environmental cleanup associating with USTs. Several states in which we conduct business have state-sponsored trust fund programs that allow for the sharing and reimbursement of the costs of corrective measures incurred by UST owners. In addition, we are subject to regulations regarding fuel quality and air emissions.

We cannot be assured that future events, such as changes in existing laws or enforcement policies, the promulgation of new laws or regulations or the development or discovery of new facts or conditions adverse to our operations will not cause us to incur significant costs. While we focus on our compliance with current environmental, health and safety regulations, we acknowledge the potential for policy shifts that could impact our operations. For example, on January 20, 2025, the current U.S. administration issued a series of executive orders and memoranda signaling a shift in environmental and energy policy in the United States, including the revocation of approximately 80 former administration executive orders related to public health, the environment, climate change and climate-related financial risks. The current administration also declared a “national energy emergency,” directing agencies to expedite conventional energy projects, and several agencies have undertaken actions of a deregulatory nature in accordance with the executive orders, memoranda and emergency declaration. While the extent of the current U.S. administration’s changes to the environmental regulatory landscape is unknown at this time, it is possible that additional changes in the future could impact our results of operation and those of our suppliers and customers.

We are committed to compliance with all applicable environmental laws and regulations. Nevertheless, we have ongoing remediation obligations at certain of our facilities to address contamination and spills, both historical and more recent, and we expect that we could be required to remediate additional sites in the future due to the risks inherent to our business. We allocate a portion of our capital expenditure program to compliance with environmental laws and regulations and environmental remediation. We do not expect such capital expenditures to be material for the year ending December 31, 2025. ARKO Parent’s environmental department maintains direct interaction with federal, state and local environmental agencies across all jurisdictions in which we operate so that we remain informed of regulatory developments and to promote compliance with evolving environmental standards. As part of our environmental risk management process, ARKO Parent engages qualified environmental consultants and service providers. These experts assist in analyzing our exposure to environmental risks, developing

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remediation plans and implementing corrective actions as necessary. We believe this collaborative approach effectively manages potential environmental liabilities while upholding our commitment to sustainability.

Legal Proceedings

We are not currently a party to any material legal proceedings other than legal proceedings arising in the ordinary course of our business. In the future, we may be party to other various legal proceedings, including administrative and regulatory proceedings, arising in the ordinary course of our business. Although it is not possible to predict the substance or outcome of any of such proceedings, we do not have reason to believe such matters, individually and in the aggregate, will have a material adverse effect on our business, financial condition or results of operations.

Human Capital Resources

Following the completion of this offering, 373 full-time ARKO Parent employees who currently provide services to us will become our employees in connection with the Transactions. Our employees shall be entitled to participate in ARKO Parent’s benefits plan and professional development programs until such time as we adopt such plans or develop such programs as contemplated by the Employee and Intercompany Matters Agreement. We expect that all of our executive management personnel will be employees of ARKO Parent or one of its subsidiaries, devoting a portion of their time to our business and affairs pursuant to the terms of the Management Services Agreement. For a discussion of the services individuals from ARKO Parent will provide us following the completion of this offering, including our executive management team, see “Management,” “Compensation Discussion & Analysis” and “Certain Relationships and Related Party Transactions—Management Services Agreement.”

Intellectual Property

We rely on trademarks that we own and trademarks we license from third-parties to protect our brands and identify the source of our goods and services. We have registered or applied to register many of our trademarks with the United States Patent and Trademark Office. We license various marks in relation to the branded fuels that we supply, including “BP,” “Exxon,” “Marathon,” “Shell,” and “Valero.”

We rely on other forms of intellectual property to help establish and maintain our competitive advantage, including proprietary software, trade secrets and other proprietary and confidential information. We also rely on our own proprietary and confidential information, including trade secrets and a limited amount of proprietary software, to conduct our business and preserve our position in the market. As a key part of our broader risk management strategy, we use access controls and contractual restrictions in an effort to prevent unauthorized use or disclosure of our proprietary or confidential information.

Suppliers

We purchase motor fuel primarily from large, integrated oil companies and independent refiners under supply agreements. As of September 30, 2025, 1,876 dealer locations and 958 ARKO Retail Sites sold branded fuel. We sell branded fuel under brand names including, among others, BP^®, Exxon^®, Marathon^®, Shell^® and Valero^® brand names. In addition, as of September 30, 2025, we purchase unbranded fuel to supply 177 dealer locations, 200 ARKO Retail Sites and 288 cardlock locations. We believe that offering branded fuel enables us to maintain a secure fuel supply.

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Executive Officers, Directors and Director Nominees

The following table sets forth certain information as of the date of this prospectus concerning the individuals who are expected to serve as our executive officers and directors upon the completion of this offering.


Name	Age		Position
Executive Officers:
Arie Kotler		51	President and Chief Executive Officer and currently our sole director
Jordan Mann		45	Chief Financial Officer
Maury Bricks		50	General Counsel and Secretary

Non-Employee Directors:
Carlos Maurer		57	Director Nominee
Kirk T. Rogers		63	Director Nominee
Sherman K. Edmiston III		63	Director Nominee
Avram (Avi) Friedman		62	Director Nominee
Andrew R. Heyer		68	Director Nominee

Executive Officers

Arie Kotler, our President and Chief Executive Officer and currently our sole director since inception, has served as the Chairman and Chief Executive Officer of ARKO Parent since December 22, 2020, and as President since January 15, 2021. Mr. Kotler also serves as Chief Executive Officer of GPM, a role he has held since September 2011, and was previously President of GPM from April 2015 through December 31, 2025. From November 2005 through December 2020, Mr. Kotler served as Chairman and Chief Executive Officer of Arko Holdings, Ltd., which was a publicly traded company on the Tel Aviv Stock Exchange and GPM’s controlling owner until it merged with Haymaker Acquisition Corp. II to form ARKO Parent. Through November 2005, Mr. Kotler served as the Chairman of GPM after forming GPM and initiating and managing the acquisition of fas mart and shore stop in 2003. From 2011 to 2014, Mr. Kotler served as a director and, from 2012 to 2014, he served as Chairman of Malrag 2011 Engineering and Construction Ltd., formerly a publicly traded company on the Tel Aviv Stock Exchange. Since 2011, Mr. Kotler has served as Chairman of Ligad Investments & Building Ltd., a corporation which was publicly traded on the Tel Aviv Stock Exchange until it was taken private in January 2013, and which is currently 50% owned by the Company. Through his in-depth knowledge of our business, along with his industry and public company experience, Mr. Kotler is instrumental in setting strategic direction and developing and executing financial and operating strategies.

Jordan Mann, our Chief Financial Officer, joined the Company in October 2025, and served as interim Chief Financial Officer (and interim principal financial and accounting officer) of ARKO Parent from October 2025 until December 2025. Mr. Mann has also served as Senior Vice President of Corporate Strategy, Capital Markets and Investor Relations of ARKO Parent since May 2023. Mr. Mann previously worked in investment banking at Morgan Stanley as an executive director from September 2021 to March 2023, prior to which he worked in investment banking at Credit Suisse as a Director from August 2015 to September 2021. Mr. Mann graduated with B.S. in Economics from Duke University and a J.D. from Harvard Law School.

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Maury Bricks, our General Counsel and Secretary since inception, has served as General Counsel and Secretary of ARKO Parent since December 22, 2020. Mr. Bricks has served as General Counsel and Secretary of GPM since January 2013. Prior to joining GPM, from 2005 to 2013, Mr. Bricks was an attorney with Greenberg Traurig, LLP, an international law firm. Before joining Greenberg Traurig, LLP, Mr. Bricks worked in finance for the pipeline and retail natural gas divisions of Shell Oil Company. Mr. Bricks graduated from the University of Texas with both a Bachelor of Business Administration in Finance and a Bachelor of Arts in the Plan II Honors Program; from the London School of Economics and Political Science, with distinction, with a Masters in Accounting and Finance; and from the University of Michigan, magna cum laude, with a Juris Doctorate. Mr. Bricks holds the Chartered Financial Analyst^® designation.

Non-Employee Directors and Director Nominees

Carlos Maurer has agreed to serve on our Board of Directors upon completion of this offering. Mr. Maurer previously served in various roles at Shell Plc (NYSE: SHL) from 1997 to 2024, including more recently as Executive Vice President, Sectors & Decarbonization at Shell PLC (UK) from 2021 to 2023, Executive Vice President, Global Commercial at Shell Eastern Petroleum (Singapore) from 2020 to 2021, and Chief Executive Officer of Penzoil Quaker State Co. and Senior Vice President of Lubricants America at Shell Oil (US) from 2017 to 2020. Before joining Shell, Mr. Maurer served as a Production Planner, Sales Development Manager and Associate LATAM Regional Director for McDermott International. Mr. Maurer currently serves on the board of directors of Verdalia, an energy platform focused on biomethane production and infrastructure in Europe, on the board of directors of D2Zero, a decarbonization platform founded by SCF Partners that integrates service providers delivering solutions for industrial and energy infrastructure, and on the board of directors of Windfall Bio, a biotechnology company focused on methane-to-fertilizer solutions. He also serves as a senior advisor to Warburg Pincus LLC, a global private equity firm, where he provides strategic and sector-related advisory support. Mr. Maurer graduated with a Bachelor of Science in Industrial Engineering from Texas A&M University and a Master of Business Administration from Rice University.

We believe Mr. Maurer is qualified to serve on the Board of Directors based on his significant executive and board director experience, as well as his expertise across energy, industrials and transportation.

Kirk T. Rogers has agreed to serve on our Board of Directors upon completion of this offering. He is a Certified Public Accountant in the states of Maryland, Virginia and New York. From 2018 to 2024, Mr. Rogers served as a Finance Consulting Partner with RSM US LLP and from 2006 to 2017, he served as an Audit Partner at Grant Thornton LLP. Prior to that, Mr. Rogers served as an Audit Principal at Reznick Group P.C. Mr. Rogers holds a Bachelor of Science in Accounting from the University of Maryland (Magna Cum Laude).

We believe Mr. Rogers is qualified to serve on the Board of Directors based on his experience as a finance executive and his extensive background in both public and private financial reporting, budgeting and forecasting, merger and acquisition activities and related due diligence, and purchase accounting.

Sherman K. Edmiston III has agreed to serve on our Board of Directors upon completion of this offering. Mr. Edmiston has served as a director of ARKO Parent since the closing of its business combination in December 2020 and has served as the Managing Member of HI CapM Advisors, Ltd, a firm providing strategic and financial advice to corporations, private equity firms and hedge funds, since August 2016. From November 2009 through December 2015, Mr. Edmiston served as managing Director of Zolfo Cooper LLC (now Alix Partners), where he provided strategic, capital structure and operational advisory services to corporations and investment firms. Mr. Edmiston currently serves on the board of directors of

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the following companies: GTT Communications, Inc., a multinational provider of telecommunications and internet services; Key Energy Services, Inc., a leading provider of oilfield services in the Permian and Williston Basins; and Real Alloy, a market leader in third-party aluminum recycling and specification alloy production for packaging, automobile and aerospace industries. Formerly, Mr. Edmiston served on the board of directors of the following companies, in addition to others: Aludyne, a global supplier of aluminum and iron components for the automotive industry; Arch Resources, Inc. (NYSE: ARCH), a leading producer of metallurgical products for the global steel industry; Continental Global Material Handling, a leading US manufacturer of material handling and conveyor equipment; Harvey Gulf international Marine, LLC, specializing in providing Offshore Supply, Fast Supply, and Multi-Purpose Support Vessels for deepwater operations in the U.S. Gulf of America and abroad; and Mallinckrodt SpecGX LLC (NYSE:MNK), a leading developer and manufacturer of high-quality specialty generic drugs. Mr. Edmiston holds a B.S. in Mechanical Engineering from Arizona State University and an M.B.A. from the University of Michigan.

We believe that Mr. Edmiston is qualified to serve on the Board of Directors because of his strategic planning, financial and board leadership expertise and his experience working with companies undergoing major transitions as a principal investor, investment banker and advisor.

Avram (Avi) Friedman has agreed to serve on our Board of Directors upon completion of this offering. Mr. Friedman has served as a director of ARKO Parent since June 7, 2023 and was an Adjunct Associate Professor of Business at Columbia Business School from 2021 through January 2025. From 2001 to 2020, Mr. Friedman worked at Davidson Kempner Capital Management LP (“Davidson Kempner”), a global investment management firm with approximately $37 billion in assets under management and over 500 employees across seven global offices. Mr. Friedman was a Managing Member of the firm from 2006 through 2020. During his time at Davidson Kempner, Mr. Friedman co-managed the firm’s credit portfolios, including distressed investments, high yield, convertible arbitrage, real estate and structured products. In addition to portfolio management, Mr. Friedman also served on various investment and risk committees. Prior to Davidson Kempner, Mr. Friedman was a Vice President at Nomura Securities Special Situations Investment Trust from 2000 to 2001 and a Director in the Special Situations Group at PricewaterhouseCoopers Securities LLC from 1995 to 2000. Previously, Mr. Friedman was a Director of GPM from 2014 to 2020. Mr. Friedman holds a B.A. in Psychology from York University Toronto, Canada, and a Master of Management (concentration in Finance) from Northwestern University’s Kellogg School of Management.

We believe that Mr. Friedman is qualified to serve on the Board of Directors because of his financial expertise and his experience working with companies as an investment manager and principal advisor.

Andrew R. Heyer has agreed to serve on our Board of Directors upon completion of this offering. Mr. Heyer has served as a director of ARKO Parent since the closing of its business combination in December 2020 and has served as ARKO Parent’s lead independent director since June 2023. He also served as President and a director of Haymaker Acquisition Corp. II (“Haymaker”) from its inception until the closing of the aforementioned business combination. Mr. Heyer is a finance professional with more than 40 years of experience in investing in the consumer and services industries, and he has advised large private equity firms on leveraged finance strategies. Mr. Heyer was an officer and director of Haymaker Acquisition Corp. I (“Haymaker I”) before its merger with OneSpaWorld Holdings (NASDAQ:OSW) (“OneSpaWorld”) in March 2019, where he continues to serve on the board. Mr. Heyer was an officer and director of Haymaker Acquisition Corp. III (“Haymaker III”) before its merger with biote, Corp. (NASDAQ:BTMD), a provider of preventative healthcare, in May 2022, and he has served on the board since such time. Since 2010, Mr. Heyer has also served as a board member of The Lovesac Company

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(NASDAQ: LOVE), a branded retailer of technology-forward furniture. Mr. Heyer is the Chief Executive Officer and founder of Mistral Equity Partners, a private equity fund founded in 2007 that invests in the consumer industry. Prior to founding Mistral in 2007, from 2000 to 2007, Mr. Heyer served as a Founding Managing Partner of Trimaran Capital Partners, a $1.3 billion private equity fund. Mr. Heyer was formerly a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds from 1995 to 2001. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. from 1990 to 1995. From 1984 to 1990, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Inc. and, previous to that, he worked at Shearson/American Express. Previously, Mr. Heyer served on the board of following companies: Coliseum Acquisition Corporation (NASDAQ: MITA), a special purpose acquisition company; Tastemaker Acquisition Corporation (NASDAQ: TMKRU), a special purpose acquisition company; AF Acquisition Corporation (NASDAQ: AFAQ), a special purpose acquisition company; Hain Celestial Group, Inc. (NASDAQ: HAIN), a natural and organic food and products company; XpresSpa Group, Inc. (NASDAQ: XSPA), a health and wellness services company; Insomnia Cookies, a retailer of desserts open primarily in the evening and nighttime; Accel Foods, an incubator and investor in early stage food and beverage companies; Las Vegas Sands Corp., a casino company; El Pollo Loco Holdings, Inc., a casual Mexican restaurant; and Reddy Ice Holdings, Inc., a manufacturer of packaged ice products. Mr. Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania.

We believe that Mr. Heyer is qualified to serve on the Board of Directors due to his extensive finance, investment and operations experience.

Family Relationships

There are no family relationships between any of our officers or directors.

Board Composition

Our business and affairs are managed under the direction of our Board of Directors. Upon the completion of this offering, our Board of Directors will consist of six members, all of whom will be appointed prior to or in connection with the completion of this offering. The size of the Board of Directors can be changed by a vote of its members. Vacancies on the Board of Directors may be filled by a majority of the remaining directors. A director elected to fill a vacancy, or a new directorship created by an increase in the size of the Board of Directors, would serve for the remainder of the full term of the other currently serving directors.

When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board of Directors to effectively satisfy its oversight responsibilities in light of our business and structure, the Board of Directors focuses primarily on each person’s background and experience as reflected in the information discussed in the directors’ respective biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Independence of our Board of Directors

We expect our Board of Directors will consist of a majority of independent directors upon the completion of this offering. Upon the completion of this offering, we expect that five of the six members of our Board of Directors will qualify as “independent” under the Nasdaq corporate governance standards, of which two do not also serve on the ARKO Parent Board of Directors. Our Board of

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Directors has determined as of the date of this prospectus that each of Messrs. Maurer, Rogers, Edmiston, Friedman and Heyer is an independent director as defined under the Nasdaq corporate governance standards.

Controlled Company Exemptions

We have applied to list our Class A common stock on Nasdaq. Because ARKO Parent will control a majority of the voting power of our outstanding voting stock upon completion of this offering, we will be a “controlled company” within the meaning of the corporate governance rules of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including (i) the requirement that a majority of our Board of Directors consist of independent directors, (ii) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (iii) the requirement that our director nominations be made, or recommended to our full Board of Directors, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process. We do not currently expect or intend to rely on any of these exemptions; however, our decision not to rely on the “controlled company” exemptions could change. As a result, we may choose to change our Board of Directors or committee composition in the future to manage our corporate governance in accordance with these exemptions and you may in the future not have the same protection afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. See “Management—Controlled Company Exemptions” and “Risk Factors—Risks Related to Ownership of our Class A Common Stock and this Offering—We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and may in the future rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

Board Committees

Our Board of Directors will establish, effective upon the completion of this offering, audit, compensation, conflicts, and nominating and governance committees. Each committee will operate under a charter approved by our Board of Directors. Members will serve on these committees until their respective resignations or until otherwise determined by our Board of Directors. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities. Following this offering, copies of each committee’s charter will be available on our website, located at www.arkopetroleum.com. Information contained on or accessible through our website does not form a part of this prospectus and is not incorporated by reference herein.

Audit Committee

Our Audit Committee will consist of Messrs. Heyer, Maurer and Rogers, with one such member to be designated as the chair prior to the completion of this offering. The Audit Committee will assist our Board of Directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control, cybersecurity and legal compliance functions by, among other things, approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The Audit Committee will also oversee the audit efforts of our independent registered public accounting firm and take those actions as it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management. All members of our Audit Committee will meet the requirements for independence of Audit Committee members under applicable SEC and Nasdaq rules, and all such members will meet the

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requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. In addition, Mr. Rogers qualifies as an “Audit Committee financial expert,” as such term is defined in Item 407 of Regulation S-K.

Compensation Committee

Our Compensation Committee will consist of Messrs. Friedman, Maurer and Rogers, with one such member to be designated as the chair prior to the completion of this offering. The Compensation Committee will determine our general compensation policies and the compensation provided to our officers. The Compensation Committee will also make recommendations to our Board regarding director compensation. In addition, the Compensation Committee will review and determine equity-based compensation for our directors and officers and administers our equity incentive plans. Our Compensation Committee will also oversee our corporate compensation programs. Each member of our Compensation Committee will be independent, as defined under the Nasdaq listing rules, and also satisfy Nasdaq’s additional independence standards for Compensation Committee members. Each member of our Compensation Committee will be a non-employee director (within the meaning of Rule 16b-3 under the Exchange Act).

The Compensation Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members, when the Compensation Committee deems it appropriate to do so in order to carry out its responsibilities. In carrying out its responsibilities, the Compensation Committee shall be entitled to rely upon the advice and information that it receives in its discussions and communications with management and such experts, advisors and professionals with whom the Compensation Committee may consult.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee will consist of Messrs. Edmiston, Maurer and Rogers, with one such member to be designated as the chair prior to the completion of this offering. The Nominating and Corporate Governance Committee will be responsible for identifying individuals qualified to become Board members, consistent with criteria approved by the Board, with the goal of creating a balance of knowledge, experience and diversity, recommending that the Board select the director nominees for election at each annual meeting of stockholders, recommending to the Board criteria for Board and committee membership, developing and recommending to the Board a set of Corporate Governance Guidelines and reviewing and reassessing the adequacy of such guidelines annually and recommending any proposed changes to the Board, overseeing periodic evaluations of the Board and its committees, exercising sole authority to retain and terminate any search firms that are to be used by the Company to assist in identifying director candidates and reviewing and discussing with the Board corporate succession plans for the CEO and other key officers of the Company. Each member of our Nominating and Corporate Governance Committee will be independent as defined under the Nasdaq listing rules.

Conflicts Committee

Our Conflicts Committee will consist of Messrs. Maurer and Rogers, with one such member to be designated as the chair prior to the completion of this offering. The Conflicts Committee will review matters involving conflicts of interest in connection with transactions between us or our subsidiaries, on the one hand, and transactions with ARKO Parent or affiliates of ARKO Parent, on the other hand. The Conflicts Committee will determine if the resolution of the conflict of interest is fair and reasonable to us. The members of the Conflicts Committee may not be directors, officers, or employees of ARKO Parent and must meet the independence standards established by Nasdaq and the Exchange Act to serve

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on an audit committee of a Board of Directors. Any matters approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to us, approved by us, our subsidiaries and our stockholders and not a breach of any duties that the Company or its affiliates or associates may owe to us or our stockholders.

Role of Our Board of Directors in Risk Oversight

Our Board of Directors is responsible for overseeing our risk management process. Our Board of Directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Compensation Committee Interlocks and Insider Participation

We currently operate as part of ARKO Parent. As a result, we did not have a compensation committee or any other committee serving a similar function when the compensation of our executive officers was established for fiscal year 2025. None of our executive officers serves as a member of the Board of Directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.

Code of Ethics

Upon the completion of this offering, our Board of Directors will adopt a code of conduct that applies to all of our directors, officers and employees, including any persons serving as a principal executive officer, principal financial officer, principal accounting officer and controller and persons performing similar functions. Upon completion of this offering, the full text of the code of conduct will be available on our website located at www.arkopetroleum.com. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code. The information contained on or accessible through our website does not form a part of this prospectus and is not incorporated by reference herein.

Non-Employee Director Compensation

None of our current directors has received compensation for his or her service as our director. After the completion of this offering, we expect that our Board of Directors will adopt a compensation program for our non-management directors with compensation elements that may consist of a combination of an annual cash or equity based retainer for board service, additional retainers for service on a standing committee or as the chair of a standing committee, and/or annual grants of equity based awards under our 2026 Plan, the precise amounts, terms and conditions of which have not yet been determined. Further, each director will be indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law.

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Introduction

This Compensation Discussion and Analysis (“CD&A”) is organized into the following key sections:

•

ARKO Parent’s Executive Compensation Objectives and Philosophy;

•

Compensation-Determination Process and Executive Compensation; and

•

Anticipated Compensation Program Following this Offering.

This CD&A provides detailed compensation information regarding the following individuals who we expect will serve as our named executive officers upon completion of this offering (“NEOs”):


Name		Position
Arie Kotler		President, Chief Executive Officer and currently our sole director
Jordan Mann		Chief Financial Officer
Maury Bricks		General Counsel and Secretary

We currently operate as part of ARKO Parent, and we do not expect to directly employ any of the executives responsible for managing our business. All of our NEOs are executive officers of, or employed by, ARKO Parent, and we expect that our NEOs will allocate their time between managing our business and managing ARKO Parent’s business, which, following this offering, will primarily comprise the operation of ARKO Parent’s owned chain of convenience stores. Because all of our NEOs will be employed by ARKO Parent or one of its subsidiaries, the responsibility and authority for compensation-related decisions for our executive officers will reside with ARKO Parent’s board of directors or compensation committee, as applicable. ARKO Parent has the ultimate decision-making authority with respect to the total compensation of the NEOs who are employed by ARKO Parent. Any such compensation decisions will not be subject to any approvals by our Board of Directors or any committees thereof, except with respect to awards that may be granted under our 2026 Plan.

Our NEOs, as well as other employees of ARKO Parent who provide services to us, may participate in employee benefit plans and arrangements sponsored by ARKO Parent, including plans that may be established in the future. In addition, certain of our officers and certain employees of ARKO Parent who provide services to us currently hold grants under ARKO Parent’s existing equity incentive plans and will retain these grants after the completion of this offering. We will not reimburse ARKO Parent for compensation related expenses attributable to any executive’s or employee’s time dedicated to providing services to us. For details on the amounts we will pay ARKO Parent following this offering for management services, see “Certain relationships and related party transactions—Management Services Agreement.” Accordingly, this CD&A primarily relates to ARKO Parent’s compensation programs and compensation philosophy, which, as described above, will continue to apply with respect to our NEOs for the currently foreseeable future. More information on ARKO Parent’s compensation programs and compensation philosophy for fiscal year 2025 will be fully disclosed in ARKO Parent’s filings with the SEC.

In connection with the completion of this offering, we plan to adopt the 2026 Plan. Certain of our officers, employees and non-employee directors, and other key employees of ARKO Parent who make significant contributions to our business, will be eligible to receive awards under the 2026 Plan. All determinations with respect to awards to be made under the 2026 Plan will be made by our Board of Directors or a committee thereof. The terms of the 2026 Plan are outlined below under “—Compensation Elements—ARKO Petroleum Corp. 2026 Incentive Compensation Plan.”

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This CD&A addresses the material elements of ARKO Parent’s compensation programs and policies, including ARKO Parent’s overall compensation philosophy, program objectives, and how ARKO Parent’s management arrived at specific compensation policies and decisions involving our NEOs.

ARKO Parent’s Executive Compensation Objectives and Philosophy

ARKO Parent’s compensation philosophy is based on the following objectives:

•

Attract, retain and motivate executives who are capable of advancing ARKO Parent’s mission and strategy; and

•

Reward executives in a manner aligned with ARKO Parent’s financial performance.

To achieve ARKO Parent’s objectives, ARKO Parent delivers executive compensation to its executive officers through a combination of the following components:

•

base salary;

•

cash bonus opportunities;

•

equity compensation, including performance-based equity; and

•

broad-based employee benefits.

ARKO Parent’s long-term incentive (“LTI”) awards (which may be granted in the form of shares, stock options, time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) or a combination thereof) consists of equity awards linked to ARKO Parent’s performance and long-term value creation in an effort to align the interests of the ARKO Parent named executive officers with ARKO Parent’s stockholders as described below, and time-based equity awards intended to foster share ownership that aligns the ARKO Parent named executive officers’ long-term interests with stockholders of ARKO Parent. ARKO Parent primarily grants LTI equity in the form of time-based RSUs and PSUs, which awards are designed to attract and retain individuals with the qualifications to manage and lead ARKO Parent by motivating such persons to develop professionally and contribute to the achievement of ARKO Parent’s financial and operational goals. ARKO Parent believes in placing a meaningful portion of the compensation package at risk through the grant of PSUs which align recipients’ long-term interests with those of ARKO Parent’s stockholders by tying a greater portion of ARKO Parent’s executives’ compensation to the achievement of ARKO Parent’s long-term strategic plan and goals, complemented with grants of RSUs, which are designed to promote retention and executive continuity.

ARKO Parent primarily uses EBITDA (as defined below) as the performance metric for LTIs, including the PSUs issued to ARKO Parent’s named executive officers and cash bonuses paid to ARKO Parent’s named executive officers. The performance level is measured versus ARKO Parent’s board-approved Annual Budgeted EBITDA (as defined below). This performance metric is also used as the financial performance metric for certain ARKO Parent corporate-level and field-level employee cash bonuses. ARKO Parent chose EBITDA as the performance metric for the PSUs because it believes that it is a key indicator of its operating performance and a strong equity valuation metric.

“EBITDA” is defined as GPM’s net income plus interest, taxes, depreciation & amortization, (gain)/loss on disposal of fixed assets, impairment charges, acquisition costs, other noncash items, and unusual or nonrecurring items. ARKO Parent chose this definition because GPM is its primary operating entity. “GPM” refers to ARKO Parent’s primary operating subsidiary, GPM Investments, LLC.

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“Annual Budgeted EBITDA” is defined as budgeted EBITDA for a fiscal year as approved by ARKO Parent’s board of directors within the first sixty days of the fiscal year to which it relates, as may be adjusted by ARKO Parent’s board of directors, within its discretion, for mergers and acquisitions, store closures and similar extraordinary non-recurring items.

ARKO Parent believes that actual EBITDA is the most relevant performance metric at this point of time for its executives, because (i) it believes EBITDA reflects ARKO Parent’s core performance and operational results, (ii) EBITDA is influenced, in part by the efforts of ARKO Parent’s executives to enhance sales, grow margin and reduce cost and expenses, and (iii) EBITDA is a metric reviewed by ARKO Parent’s investors when evaluating ARKO Parent.

ARKO Parent’s Compensation Determination Process; Role of Compensation Consultant and Management

The Compensation Committee of the Board of ARKO Parent (the “ARKO Compensation Committee”) on behalf of ARKO Parent’s board of directors, discharges the board of directors’ responsibilities relating to compensation of ARKO Parent’s directors and executive officers, oversees ARKO Parent’s overall compensation structure, policies and programs, and reviews ARKO Parent’s processes and procedures for the consideration and determination of director and executive compensation. We currently expect that the ARKO Compensation Committee will similarly oversee and determine the foregoing compensation matters with respect to our NEOs following this offering, other than with respect to awards under our equity compensation programs.

The primary objective of the ARKO Compensation Committee is to develop and implement compensation policies and plans that ensure the attraction and retention of key management personnel, the motivation of management to achieve ARKO Parent’s corporate goals and strategies, and the alignment of the interests of management with the long-term interests of ARKO Parent’s stockholders.

At the beginning of each year, ARKO Parent’s board of directors approves the Annual Budgeted EBITDA, which is then used as a metric for ARKO Parent’s equity LTI and cash awards to its named executive officers. ARKO Parent’s board of directors periodically reviews the approved Annual Budgeted EBITDA to determine whether adjustments are appropriate as a result of mergers and acquisitions, store closures and similar extraordinary non-recurring items.

Pursuant to its charter, the ARKO Compensation Committee is authorized to, and has direct responsibility for, the appointment, compensation and oversight of the work of any compensation consultant retained by the ARKO Compensation Committee. For the 2024 fiscal year, the ARKO Compensation Committee engaged Mercer (US) as its independent compensation consultant to assist with ARKO Parent’s 2024 compensation program. Mercer (US) has served as the ARKO Compensation Committee’s independent compensation consultant since 2021. The ARKO Compensation Committee assessed the independence of Mercer (US) pursuant to SEC rules prior to this latest engagement and did not identify any conflict of interest that would prevent it from independently advising the ARKO Compensation Committee.

In 2024, the compensation consultant attended selected meetings of the ARKO Compensation Committee and advised the committee on the following matters, among others: executive compensation peer group review; market review of executive compensation levels and compensation mix; design and development of performance measures for the chief executive officer’s target bonus and LTI, and process for requesting stockholder approval for increasing the number of shares authorized under the ARKO 2020 Plan (as defined below) at ARKO Parent’s 2024 annual meeting of stockholders.

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Early in each year, the ARKO Compensation Committee approves equity awards and cash bonuses for its named executive officers (other than Mr. Kotler). The awards to ARKO Parent’s other named executive officers are based on recommendations of ARKO Parent’s chief executive officer, which are based in part on (i) the chief executive officer’s assessment of these executives’ contribution to ARKO Parent and the need to retain these executives, and (ii) prior year award amounts.

The ARKO Compensation Committee additionally considers other factors in making decisions on executive pay adjustments, including individual and company performance, experience, time in position and for roles other than ARKO Parent’s chief executive officer, the recommendations of ARKO Parent’s chief executive officer. With respect to equity awards, the ARKO Compensation Committee has also delegated authority to its chief executive officer to issue equity awards to non-executive officers subject to a cap on the size of each such award and a maximum amount that can be issued annually.

Compensation Elements

As further described below, for fiscal year 2024, ARKO Parent’s executive compensation program, including with respect to our NEOs, is primarily composed of base salary, bonuses, LTIs and deferred compensation under the ARKO 2020 Plan (as defined below).

The following is a discussion and analysis of each component of ARKO Parent’s executive compensation program:

Base Salary

Annual base salaries compensate our NEOs for fulfilling the requirements of their respective positions at ARKO Parent and provide them with a predictable and stable level of cash income relative to their total compensation.

Bonuses

Our NEOs are entitled to certain bonuses under ARKO Parent’s compensation program and their respective employment agreements, including discretionary bonuses from time to time.

Long-Term Incentives (LTIs)

Under Mr. Kotler’s employment agreement with ARKO Parent, his long-term incentive target (“LTI Target”) is 350% of his base salary.

Cash LTIs

ARKO Parent believes that aligning annual cash bonuses for its named executive officers with ARKO Parent’s performance serves the primary objectives of ARKO Parent’s compensation philosophy.

Accordingly, in fiscal year 2024, ARKO Parent granted a portion of the annual LTI awards for Mr. Bricks in the form of cash (“Cash LTIs”) and subject to the same metrics as ARKO Parent’s EBITDA-based PSUs. The Cash LTIs are granted in conjunction with the grant of PSUs and are allocated to each of the three years in the PSU performance cycle, and each portion is earned and payable, if at all, consistent with the performance results and associated payout percentages for the PSUs for each individual year. The amount of Cash LTIs, if any, earned each year is paid annually at or shortly after the time the results for the preceding year are approved by the ARKO Compensation Committee. ARKO Parent believes that basing the Cash LTIs on the same performance metrics as its PSUs with the same payout percentage further aligns ARKO Parent’s named executive officer’s interests with development

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within ARKO Parent’s existing operational and strategic metrics while providing a cash incentive to complement ARKO Parent’s equity LTIs.

Equity LTIs

ARKO Parent’s 2024 equity grants were made with a mix of performance-based and time-based awards, predominantly weighted towards performance conditions. In 2024, ARKO Parent granted (i) Mr. Bricks equity grants consisting of approximately 35% RSUs, 48% PSUs and 17% Cash LTIs, and (ii) Mr. Kotler equity grants consisting of approximately 33% RSUs and 67% PSUs.

The PSUs have three-year cliff vesting and the RSUs vest ratably over three years. ARKO Parent believes these vesting periods are consistent with market practices and promote retention.

ARKO Parent believes its 2024 awards provided market-aligned long-term incentive opportunities.

Performance-based Restricted Stock Units

PSU grants, which are primarily based on the EBITDA performance metric, vest at the end of a three-year performance period. The payout of shares earned, if any, is at the end of the three-year cycle, provided the recipient continues to be employed by ARKO Parent as of the end of such performance period. The determination of the actual number of shares issued is based on the greater of (a) the sum of the PSUs earned for each of the three fiscal years during the performance period based on actual EBITDA compared to the Annual Budgeted EBITDA for each such year or (b) the average of actual EBITDA compared to the Annual Budgeted EBITDA for the three fiscal years with a cap applied at 110% when averaging each year.

The following table shows the threshold and target achievement levels of the Annual Budgeted EBITDA and the corresponding payout levels to our NEOs for fiscal year 2024. Payout levels between the stated levels of achievement increase in 5% increments for each additional percentage of the Annual Budgeted EBITDA achieved, up to the target level.


Performance Metric and PSU payout level:	Threshold	Target	Maximum
Annual Budgeted EBITDA	90%	100%	110% or over
Payout Level	50%	100%	150%

In 2024, ARKO Parent achieved below 90% of Annual Budgeted EBITDA, and in 2025, the ARKO Compensation Committee accordingly determined the Threshold for the year had not been reached. This applied to (i) all PSUs granted as part of the 2022 LTI, the 2023 LTI and the 2024 LTI, and (ii) ARKO Parent’s named executive officers Cash LTIs granted in March 2022, 2023 and 2024 with respect to the portion earned and payable for 2024.

In addition, in 2024, the ARKO Compensation Committee granted Mr. Kotler PSUs with vesting tied to ARKO Parent stock price targets to be achieved by December 31, 2026 in order to more closely tie a portion of Mr. Kotler’s pay to stock price performance.

ARKO Parent believes that the above awards are in-line with the market practices, are tied to ARKO Parent’s board of directors approved annual budgets and performance targets, and ARKO Parent calibrates the threshold and maximum achievement levels to investor expectations.

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No Payment of Dividends on Unvested Stock Awards

ARKO Parent does not grant to recipients any rights, benefits, or entitlements with respect to the shares corresponding to the awards granted (including no rights to receive any dividend) unless and until those shares are vested.

ARKO Parent’s Incentive Compensation Clawback Policy

All of ARKO Parent’s award agreements include a “clawback” provision which permits ARKO Parent to recoup equity or other compensation provided under the applicable plan or otherwise in accordance with any of its policies to the extent that ARKO Parent, in its discretion, determines to be necessary or appropriate to comply with any clawback policy.

In November 2023, in accordance with the final clawback policy rules adopted by the SEC and Nasdaq, ARKO Parent’s board of directors adopted a clawback policy, which was filed with the SEC as Exhibit 97.1 to its 2023 Annual Report on Form 10-K (the “Clawback Policy”). The Clawback Policy is administrated by ARKO Parent’s board of directors or, if so designated by its board of directors, the ARKO Compensation Committee, and generally provides for the mandatory recovery of erroneously awarded excess “incentive-based compensation” from all current and former covered ARKO Parent executives, as defined in the Clawback Policy, which is inclusive of ARKO Parent’s named executive officers, in the event ARKO Parent is required to prepare an accounting restatement of its financial statements due to its material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the then current period or left uncorrected in the then current period. Such mandatory recovery applies to all such excess compensation received by a covered executive officer during the three completed fiscal years immediately preceding the earlier of (i) the date that ARKO Parent’s board of directors, a committee of its board of directors or authorized officer concluded (or reasonably should have concluded) that ARKO Parent is required to prepare such an accounting restatement and (ii) the date a legally authorized body directs ARKO Parent to prepare an accounting restatement and any transition period (that results from a change in ARKO Parent’s fiscal year) of less than nine months within or immediately following those three completed fiscal years. The administrator of the Clawback Policy may designate additional persons as subject to such mandatory recovery provisions and may designate other persons as subject to the Clawback Policy, but for whom recovery of such compensation is subject to the discretion of the administrator.

In connection with this offering, we will adopt a clawback policy that is substantially identical to the Clawback Policy and we expect that award agreements under the 2026 Plan will contain a clawback provision that mirrors such policy.

ARKO Corp. 2020 Incentive Compensation Plan

ARKO Parent’s equity awards are granted under the ARKO Corp. 2020 Incentive Compensation Plan (the “ARKO 2020 Plan”), which is administered by the ARKO Compensation Committee.

RSUs provide the award recipient the right to receive, upon the vesting date of such RSUs, one share of ARKO Parent’s common stock for each vested RSU. Each RSU vests in accordance with the schedule determined at the time of grant, subject to the grantee’s continued employment or service with ARKO Parent through the vesting date.

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Compensation Discussion and Analysis

PSUs provide the award recipient the right to receive, upon the vesting date of such PSUs, one share of ARKO Parent’s common stock for each vested PSU. PSUs generally vest (or fail to vest) at the end of a three-year performance period, based on the performance metrics specified in the applicable PSU Agreement, subject to the additional requirement that the grantee remain in continuous service with ARKO Parent through the vesting date.

Stock options provide non-qualified stock options to purchase shares of ARKO Parent’s common stock, subject to the vesting of such stock options, at an applicable exercise price per share.

ARKO Petroleum Corp. 2026 Incentive Compensation Plan

Administration. Our Compensation Committee is expected to administer the 2026 Plan unless our Board of Directors assumes authority for administration, in which case only those members of our Board of Directors who are independent shall participate in the administration of the 2026 Plan. Our Compensation Committee will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2026 Plan. The Compensation Committee may delegate to the chief executive officer the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act, subject to certain limitations and guidelines. Persons eligible to participate in the 2026 Plan will be those officers, employees, non-employee directors and other key persons (including consultants) as selected from time to time by the Compensation Committee in its discretion.

Share Reserve. The maximum aggregate number of shares of Class A common stock that may be subject to awards under the 2026 Plan will be 2,275,000 shares. If any shares subject to an award are forfeited, expire or otherwise terminate without issuance of such shares, or any award is settled for cash or otherwise does not result in the issuance of all or a portion of the shares subject to such award, the shares to which those awards were subject, shall, to the extent of such forfeiture, expiration, termination, non-issuance or cash settlement, again be available for delivery with respect to awards under the 2026 Plan.

Awards. Under the 2026 Plan, the Compensation Committee is authorized to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based stock units, other equity-based awards and cash incentive awards. Awards may be subject to a combination of time and performance-based vesting conditions, as may be determined by the Compensation Committee. Except for certain limited situations (including death, disability, a change in control, grants to new hires to replace forfeited compensation, grants representing payment of achieved performance goals or that vest upon the satisfaction of performance goals or other incentive compensation, substitute awards, grants to non-employee directors or replacement of previously outstanding awards), all awards granted under the 2026 Plan are subject to a minimum vesting period of one year, referred to herein as the minimum vesting condition. The minimum vesting condition will not be required on awards covering, in the aggregate a number of shares not to exceed 5% of the maximum share pool limit. Options and stock appreciation rights cannot be repriced without stockholder approval.

Accelerated Vesting Upon Change in Control, Transfer, Cancellation and Clawback. The 2026 Plan provides that upon the effectiveness of a “change in control,” as defined in the 2026 Plan, an acquirer or successor entity may assume, continue or substitute outstanding awards under the 2026 Plan or cash out awards, in each case as determined by our Compensation Committee. Our Compensation Committee has the discretion to accelerate vesting of awards, exercisability, settlement or lapse of restrictions on awards in connection with a Change in Control or in other circumstances permitted under the 2026 Plan.

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Compensation Discussion and Analysis

We may (i) cause the cancellation of any award, (ii) require reimbursement of any award by a participant or beneficiary, and (iii) effect any other right of recoupment of equity or other compensation provided under the 2026 Plan or otherwise in accordance with any policies that currently exist or that may from time to time be adopted or modified in the future by us and/or applicable law, each of which we refer to as a “clawback policy.” In addition, a participant may be required to repay to us certain previously paid compensation, whether provided under the 2026 Plan, an award agreement, or in accordance with any Company clawback policy. By accepting an award, a participant is also agreeing to be bound by any existing or future clawback policy adopted by us, or any amendments that may from time to time be made to the clawback policy in the future by us in our discretion (including without limitation any clawback policy adopted or amended to comply with applicable laws or stock exchange requirements) and is further agreeing that all of the participant’s award agreements may be unilaterally amended by us, without the participant’s consent, to the extent that in our discretion, we determine it to be necessary or appropriate to comply with any clawback policy.

Except as otherwise provided by our Compensation Committee or set forth in an award agreement, awards are not transferable except by will or by laws of descent and distribution. In no event may any award be transferred to a third party in exchange for value without the consent of our stockholders prior to vesting.

Our Compensation Committee may amend or discontinue the 2026 Plan and our Compensation Committee may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may adversely affect rights under an award without the holder’s consent. Certain amendments to the 2026 Plan require the approval of our stockholders.

ARKO Parent Benefits and Perquisites

Tax Gross-Ups

ARKO Parent does not provide tax gross-ups with respect to any element of compensation.

Employee Benefit Plans

Our NEOs will continue to be eligible to participate in ARKO Parent’s employee benefit plans, including its medical, disability and life insurance plans, in each case, on the same basis as all of its other employees. ARKO Parent also pays the employee portion of group medical coverage for Mr. Kotler. The employee benefit plans are designed to assist in attracting and retaining skilled employees critical to ARKO Parent’s long-term success. ARKO Parent also maintains a 401(k) plan for the benefit of its eligible employees, including our NEOs, as discussed below.

401(k) Plan

ARKO Parent maintains a retirement savings plan, or 401(k) plan, open to all employees from their first day at work, that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Under the 401(k) Plan, eligible employees may defer up to 75% of their compensation subject to applicable annual contribution limits imposed by the Code (as defined herein), and limits imposed by non-discrimination testing. ARKO Parent’s employees’ pre-tax contributions are allocated to each participant’s individual account and participants are immediately and fully vested in their contributions. ARKO Parent matches a portion of employee contributions according to the 401(k) plan (subject to Internal Revenue Service limits and non-discrimination testing). For 2025, the matching contribution was 50% of the first 6% of eligible contributions made by the participants for such plan year. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s

152

Compensation Discussion and Analysis

related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Non-Qualified Deferred Compensation

ARKO Parent offers a select group of management and key employees who contribute materially to ARKO Parent’s continued growth, development and future business success an opportunity to defer a portion of their compensation (in the form of salary and bonuses) under ARKO Parent’s Non-Qualified Plan, or NQP.

Pension Benefits

ARKO Parent does not maintain any pension benefit or retirement plans other than the 401(k) plan.

Employment, Severance or Change in Control Agreements

None of our NEOs currently have contracts of employment with us; however, certain of our NEOs are entitled to certain severance arrangements in connection with certain terminations of employment with ARKO Parent pursuant to their respective employment agreements with ARKO Parent or GPM. ARKO Parent will bear the full cost of any such payments and benefits, and no portion of such payments will be charged back to us. None of our NEOs currently participate in any arrangements that would result in the payment of any amounts or provision of any benefits as a result of a termination of such NEOs service as one of our executive officers or a change in control of us if such event did not also result in a termination of service with ARKO Parent or a change in control of ARKO Parent, as applicable. However, our Board of Directors may from time to time determine to include change in control provisions relating to us in award agreements for awards under our 2026 Plan. See “Potential Payments upon Termination or Change in Control” for a discussion of certain rights of our NEOs upon termination of their employment with ARKO Parent or upon the occurrence of certain events.

Employment Agreements

Each of our named executive officers is currently party to an employment agreement with ARKO Parent or GPM that sets his base annual salary (subject to review and discretionary increases by the ARKO Parent board of directors, the ARKO Compensation Committee or ARKO Parent’s chief executive officer), eligibility to participate in certain of ARKO Parent’s benefits and perquisites and, in some cases, certain parameters for annual bonuses, the terms and conditions of which are generally determined by the ARKO Compensation Committee, in its discretion. Certain of these employment agreements provide for severance payments upon certain events of termination with ARKO Parent. If ARKO Parent terminates the executive “without cause,” or the executive elects to terminate employment for “good reason,” he may be entitled to up to two times base salary paid over two years or his base salary for a certain severance period following such termination, plus any earned and accrued but unpaid bonus, the reimbursement of any previously-incurred job-related expenses, and in some cases a certain period of continued health insurance coverage for the executive and his family. For purposes of these employment agreements, “good reason” generally includes, (i) a material or non-de minimis, as applicable, diminution in the nature or scope of the executive’s responsibilities, authorities, title or duties, (ii) a material reduction in the executive’s annual base salary from the annual base salary in effect in the immediately prior year, (iii) the relocation of the executive’s principal office location requiring the executive to relocate to a different geographic area, or (iv) a material breach of the executive’s employment agreement by ARKO Parent, subject, in certain cases, to cure periods.

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Compensation Discussion and Analysis

ARKO Parent considers maintenance of a strong management team essential to its success and recognizes that the uncertainty that may exist among ARKO Parent’s management with respect to their “at-will” employment with it could result in the departure or distraction of management personnel to ARKO Parent’s detriment. Accordingly, ARKO Parent determined that severance arrangements are appropriate to encourage the continued attention and dedication of certain members of its management team and to allow them to focus on the value to equity holders of strategic alternatives without concern for the impact on their continued employment.

Mann Offer Letter

In connection with Jordan Mann’s appointment as ARKO Parent’s interim Chief Financial Officer, Mr. Mann entered into an offer letter, dated October 6, 2025, pursuant to which Mr. Mann became entitled to, among other things: (i) a base salary at an annual rate of $350,000; (ii) commencing in 2026, approximately $250,000 (based on the value on the grant date) of RSUs which time-vest in 1/3 increments over three years; and (iii) approximately $250,000 (based on the value on the grant date) in target value of PSUs which vest after three years based on then-current performance criteria. The foregoing awards are governed by the terms and conditions of the applicable plan and award agreements. In addition, Mr. Mann is eligible to participate in any employee plans and programs in effect from time to time, as are made available to similarly situated employees of ARKO Parent.

Hedging Policy

Pursuant to the insider trading policy we will adopt in connection with this offering, we will prohibit our directors, executive officers and certain designated employees from engaging in hedging, short sales, trading in publicly traded put or call options or trading on margin involving our or ARKO Parent securities.

Our Pledging Policy

Pursuant to the insider trading policy we will adopt in connection with this offering, we will require pre-notification if any of our directors, executive officers and certain designated employees wish to pledge our securities as collateral for a loan (or modify an existing pledge). Our insider trading policy will provide that the securities subject to such a pledge shall be subject to all of our other restrictions on trading in the Company’s securities.

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Compensation Discussion and Analysis

Summary Compensation Table

The following table presents information regarding the compensation earned or received by our NEOs for services rendered to ARKO Parent in all capacities in which they served during the fiscal years ended December 31, 2025, 2024 and 2023, as applicable.


Name and Principal Position	Year			Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Arie Kotler,		2025	(5)		—		—		—		—		—		—		—
President, Chief Executive Officer and Director		2024			1,181,139		—		2,804,317		—		795,497		14,213		4,795,166
		2023			1,146,731		—		2,673,511		1,336,754		885,128		6,445		6,048,569

Jordan Mann,		2025			270,296		—		431,830		—		—		375		702,501
Chief Financial Officer
Maury Bricks,		2025	(5)		—		—		—		—		—		—		—
General Counsel and Secretary		2024			476,960		40,000		950,004		—		—		24,610		1,491,574
General Counsel and Secretary		2023			430,594		140,000		950,004		—		50,000		26,636		1,597,234

(1)

The amounts shown in this column represent the discretionary bonuses earned by Mr. Bricks in 2023 and the $10,000 quarterly bonuses earned by Mr. Bricks in 2024 and 2023.

(2)

The amounts in these columns reflect the aggregate grant date fair value of stock or option awards, as applicable, granted and computed in accordance with ASC 718, Compensation-Stock Compensation. For a discussion of the assumptions relating to these valuations with respect to the amounts for Mr. Kotler and Mr. Bricks in 2024 and 2023, see Note 18—Share-Based Compensation to ARKO Parent’s audited financial statements included in Item 8 of ARKO Parent’s 2024 Annual Report on Form 10-K. For a discussion of the assumptions relating to these valuations in 2025 see the similarly titled note to the ARKO Parent’s audited financial statements in Item 8 of ARKO Parent’s 2025 Annual Report on Form 10-K once filed. The amounts for the performance-based restricted stock units included in the stock awards column reflect the grant date fair value computed in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date. The number of stock awards granted to Mr. Kotler on April 16, 2024, as detailed in the Grants of Plan-Based Awards table below, was determined based on the fair value of these awards as of February 29, 2024, which was the grant date of the stock awards to the other named executive officers of ARKO Parent. Assuming the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the performance-based restricted stock granted in 2024 for Mr. Kotler and Mr. Bricks would have been: Mr. Kotler—$2,300,757; and Mr. Bricks—$825,003. Assuming the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the performance-based restricted stock granted in 2025 for Mr. Mann would have been $321,974.

(3)

The amounts shown in this column represent an annual bonus opportunity with a target equal to 150% of Mr. Kotler’s current base salary (the “Target Bonus”) earned by Mr. Kotler in 2024 and 2023, and Cash LTI earned by Mr. Bricks in 2023. For 2024, Mr. Kotler declined to receive $795,497 of his Target Bonus to which he was entitled because no cash bonuses were paid to other executives for 2024 performance, with the exception of the fixed quarterly bonus paid to Mr. Bricks (which bonus is more akin to salary and has since been eliminated in favor of an increase in Mr. Bricks’s base salary). See “Bonuses” and “Cash LTIs.”

(4)

The amounts shown in this column include the amount paid for the employee-paid portion of group medical coverage for Mr. Kotler totaling $13,523 in 2024, 401(k) matching contributions for Mr. Bricks totaling $801 in 2024, matching contributions made under the NQP for Mr. Bricks totaling $16,159 in 2024, imputed income for group term life insurance for Mr. Mann totaling $375 for 2025 and for Mr. Kotler totaling $690 for 2024, and imputed income for group term life insurance and car allowances for Mr. Bricks totaling $7,650 for 2024. Mr. Bricks and Mr. Mann were also provided with group life insurance and group medical coverage that are not included in the table above, because they are provided under broad-based, non-discriminatory benefit plans.

(5)

Mr. Kotler’s and Mr. Bricks’s 2025 compensation will be fully disclosed in ARKO Parent’s filings with the SEC.

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Compensation Discussion and Analysis

Grants of Plan-Based Awards in 2025

The following table provides supplemental information relating to grants of plan-based awards made to our NEOs during 2025 by ARKO Parent under the ARKO 2020 Plan.

Name/Award Type

Grant
Date

Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards (1)

Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)

All Other
Stock
Awards;
Number of
Shares of
Stock or
Units (#)

All Other
Option
Awards;
Number of
Securities
Underlying
Options (#)

Exercise
Price of
Option
Awards
($/share)

Grant Date
Fair Value of
Stock and
Option
Awards

($) (5)

Threshold
($)

Target

($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Arie Kotler

Target Bonus

939,033

1,878,065

2,817,098

Restricted Stock Units

3/5/2025

312,373

(3)

1,327,585

Performance-Based Restricted Stock Units

3/12/2025

78,093

156,186

234,279

602,878

Performance-Based Restricted Stock Units - Stock Price

3/12/2025

247,711

495,422

743,133

1,065,157

Jordan Mann

Restricted Stock Units

3/3/2025

37,445

(3) (4)

217,181

(4)

Performance-Based Restricted Stock Units

3/3/2025

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

ARKO Petroleum Corp. S-1/A