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ARKO Corp. Appoints Jordan Mann as Interim Chief Financial Officer
Globenewswire· 2025-10-09 11:01
Core Viewpoint - ARKO Corp. has appointed Jordan Mann as Interim Chief Financial Officer, effective October 10, 2025, succeeding Robb Giammatteo [1][3] Company Overview - ARKO Corp. is a Fortune 500 company and one of the largest convenience store operators in the United States, owning 100% of GPM Investments, LLC [5] - The company operates in four reportable segments: retail, wholesale, fleet fueling, and GPM Petroleum [5] Leadership Transition - Jordan Mann has over a decade of experience in finance and capital markets, previously holding senior positions at Morgan Stanley and Credit Suisse [2] - Mann has been a key part of ARKO's leadership team, contributing to strategic initiatives and investor engagement [3] - Mann expressed commitment to supporting the company's strategic vision and long-term growth during this transition [3] Educational Background - Jordan Mann holds a Bachelor of Science in Economics from Duke University and a Juris Doctor from Harvard Law School [4]
ARKO Corp. (ARKO) Stock Dips While Market Gains: Key Facts
ZACKS· 2025-09-19 22:51
Company Performance - ARKO Corp. closed at $4.83, reflecting a -3.78% change from the previous day, underperforming the S&P 500's gain of 0.49% [1] - Over the past month, ARKO shares have remained flat, contrasting with a 2.73% loss in the Consumer Staples sector and a 2.99% gain in the S&P 500 [1] Earnings Forecast - Analysts predict ARKO Corp. will report an EPS of $0.12, indicating a 71.43% growth year-over-year [2] - Revenue is expected to be $2.03 billion, representing an 11.05% decrease compared to the same quarter last year [2] Full Year Estimates - For the full year, earnings are projected at $0.17 per share, showing a +30.77% change from the previous year, while revenue is estimated at $7.74 billion, reflecting a -11.35% change [3] - Recent adjustments to analyst estimates for ARKO Corp. may indicate changing near-term business trends, with positive revisions suggesting a favorable business outlook [3] Zacks Rank and Valuation - ARKO Corp. currently holds a Zacks Rank of 1 (Strong Buy), with a historical average annual return of +25% for stocks rated 1 since 1988 [5] - The Forward P/E ratio for ARKO Corp. is 29.53, which is higher than the industry average of 22.16, indicating a premium valuation [6] Industry Context - The Consumer Products - Staples industry, to which ARKO belongs, has a Zacks Industry Rank of 174, placing it in the bottom 30% of over 250 industries [6] - The strength of industry groups is measured by the Zacks Industry Rank, with the top 50% rated industries outperforming the bottom half by a factor of 2 to 1 [7]
Why ARKO Corp. (ARKO) Dipped More Than Broader Market Today
ZACKS· 2025-09-12 22:51
Company Performance - ARKO Corp. closed at $5.03, reflecting a -3.08% change from the previous day, which is less than the S&P 500's daily loss of 0.05% [1] - The stock has increased by 4.22% over the past month, outperforming the Consumer Staples sector's loss of 0.82% and the S&P 500's gain of 3.44% [1] Earnings Estimates - The upcoming EPS for ARKO Corp. is projected at $0.12, indicating a 71.43% increase compared to the same quarter last year [2] - Revenue is estimated at $2.03 billion, down 11.05% from the prior-year quarter [2] - For the annual period, earnings are anticipated at $0.17 per share and revenue at $7.74 billion, reflecting shifts of +30.77% and -11.35% respectively from the last year [3] Analyst Estimates and Rankings - Recent changes in analyst estimates for ARKO Corp. are important as they reflect short-term business trends [3] - The Zacks Rank system, which incorporates estimate changes, currently ranks ARKO Corp. as 1 (Strong Buy) [5] - The Zacks Consensus EPS estimate has remained steady over the past month [5] Valuation Metrics - ARKO Corp. has a Forward P/E ratio of 30.53, indicating a premium compared to its industry's Forward P/E of 21.11 [5] Industry Context - The Consumer Products - Staples industry, part of the Consumer Staples sector, has a Zacks Industry Rank of 166, placing it in the bottom 33% of over 250 industries [6] - Research indicates that the top 50% rated industries outperform the bottom half by a factor of 2 to 1 [6]
Wall Street Analysts Believe ARKO (ARKO) Could Rally 32.6%: Here's is How to Trade
ZACKS· 2025-09-01 14:56
Group 1 - ARKO Corp. shares have increased by 25.3% over the past four weeks, closing at $5, with a mean price target of $6.63 indicating a potential upside of 32.6% [1] - The mean estimate consists of four short-term price targets with a standard deviation of $2.21, where the lowest estimate is $4.50 (10% decline) and the highest is $9.00 (80% increase) [2] - Analysts show strong agreement on ARKO's ability to report better earnings, with a positive trend in earnings estimate revisions suggesting potential upside [4][11] Group 2 - The Zacks Consensus Estimate for ARKO's current year earnings has increased by 112.5% over the last 30 days, with no negative revisions [12] - ARKO holds a Zacks Rank 1 (Strong Buy), placing it in the top 5% of over 4,000 ranked stocks based on earnings estimates [13] - While consensus price targets may not be reliable for predicting the extent of gains, they can indicate the direction of price movement [14]
ARKO Corp. Announces Departure of Chief Financial Officer Robb Giammatteo
Globenewswire· 2025-08-18 20:05
Core Viewpoint - ARKO Corp. announces the departure of CFO Robb Giammatteo, who will leave to pursue a new opportunity outside the convenience store sector, effective October 10, 2025 [1][2]. Company Overview - ARKO Corp. is a Fortune 500 company and one of the largest convenience store operators in the United States, owning 100% of GPM Investments, LLC [3]. - The company operates in four reportable segments: retail, wholesale, fleet fueling, and GPM Petroleum, providing a range of products including prepared foods, beverages, and fuel [3]. Leadership Transition - Chairman and CEO Arie Kotler acknowledges Giammatteo's contributions to the company's transformation plan and finance department [2]. - Giammatteo expresses pride in his achievements during his tenure and commitment to the company's future success [2].
Wall Street Analysts See a 32.34% Upside in ARKO (ARKO): Can the Stock Really Move This High?
ZACKS· 2025-08-13 14:55
Group 1 - ARKO Corp. (ARKO) closed at $5.01, with a 14.9% gain over the past four weeks, and a mean price target of $6.63 indicating a 32.3% upside potential [1] - The mean estimate includes four short-term price targets with a standard deviation of $2.21, where the lowest estimate is $4.50 (10.2% decline) and the highest is $9.00 (79.6% increase) [2] - Analysts show strong agreement on ARKO's ability to report better earnings, with a positive trend in earnings estimate revisions indicating potential upside [4][11] Group 2 - The Zacks Consensus Estimate for ARKO's current year has increased by 112.5%, with one estimate moving higher and no negative revisions [12] - ARKO holds a Zacks Rank 1 (Strong Buy), placing it in the top 5% of over 4,000 ranked stocks based on earnings estimates [13] - While the consensus price target may not be a reliable indicator of ARKO's potential gain, it does suggest a positive direction for price movement [14]
ARKO Corp. Remodels its Second fas mart Store Featuring its New fas craves Food Concept in Mechanicsville, VA
Globenewswire· 2025-08-11 12:30
Core Insights - ARKO Corp. has opened its second fas craves location in Mechanicsville, Virginia, as part of its initiative to enhance customer experience through remodeled stores featuring a food-first concept [2][5] - The new store offers a menu of hot and cold grab-n-go items aimed at busy consumers, with a grand opening celebration planned from September 17–30, 2025 [3][6] Company Expansion - The Mechanicsville location opened on August 6, 2025, and follows the recent opening of a Handy Mart in Kinston, NC, on July 31, 2025, which also features the fas craves concept [6] - The fas craves menu includes items such as crispy chicken biscuits, zesty potato wedges, and various beverages, catering to diverse consumer preferences [4][6] Customer Engagement - To celebrate the opening, the store is offering exclusive food deals, including two crispy Ultimate Chicken Tenders and a small side of potato wedges for $4.99, and fountain drinks for 99 cents [6] - Customers can also participate in the Fueling America's Future promotion, which allows savings of up to $2 off per gallon of gas through the fas REWARDS loyalty program [7] Company Overview - ARKO Corp. is a Fortune 500 company and one of the largest convenience store operators in the U.S., owning 100% of GPM Investments, LLC [10] - The company operates in four segments: retail, wholesale, fleet fueling, and GPM Petroleum, providing a wide range of products including prepared foods, beverages, and fuel [10]
ARKO Corp. (ARKO) Tops Q2 Earnings Estimates
ZACKS· 2025-08-06 22:36
Group 1 - ARKO Corp. reported quarterly earnings of $0.16 per share, exceeding the Zacks Consensus Estimate of $0.12 per share, and showing an increase from $0.11 per share a year ago, resulting in an earnings surprise of +33.33% [1] - The company posted revenues of $2 billion for the quarter ended June 2025, which was 3.08% below the Zacks Consensus Estimate and a decrease from $2.39 billion in the same quarter last year [2] - ARKO shares have declined approximately 38.4% year-to-date, contrasting with the S&P 500's gain of 7.1% [3] Group 2 - The earnings outlook for ARKO is mixed, with the current consensus EPS estimate for the upcoming quarter at $0.13 on revenues of $2.08 billion, and $0.08 on revenues of $7.87 billion for the current fiscal year [7] - The Zacks Industry Rank indicates that the Consumer Products - Staples sector is currently in the bottom 33% of over 250 Zacks industries, suggesting potential challenges for stocks in this category [8]
ARKO (ARKO) - 2025 Q2 - Earnings Call Transcript
2025-08-06 22:00
Financial Data and Key Metrics Changes - Adjusted EBITDA for Q2 2025 was $76.9 million, down from $80.1 million in Q2 2024, primarily due to lower retail merchandise contribution [18] - Net income for the quarter increased to $20.1 million from $14.1 million year-over-year, driven by a non-cash gain related to the expiration of a purchase option [22] - Same store merchandise sales excluding cigarettes decreased by 3% year-over-year, while total same store merchandise sales were down 4.2% [19] Business Line Data and Key Metrics Changes - Retail segment operating income was approximately $80.4 million, down from $87.9 million in the prior year [18] - Wholesale segment operating income increased to $23.2 million from $21.3 million year-over-year, with gallons up 3.9% driven by the channel optimization program [20] - Fleet segment operating income was $13.1 million, slightly down from $13.7 million in the previous year, with total gallons down 6.8% [21] Market Data and Key Metrics Changes - National retail fuel volumes were down approximately 4% in Q2, reflecting a broader industry trend [16] - Same store fuel contribution decreased by approximately $800,000, with a 6.5% decline in gallons, offset by an increase in fuel margin to $0.45 per gallon [19] Company Strategy and Development Direction - The company is focused on a core transformation strategy, including advancing the dealerization program and investing in new store formats [7][9] - The dealerization program aims to convert select company-operated stores to dealer locations, with over 300 stores converted to date and an expected annualized operating income benefit of more than $20 million [8] - The introduction of new store formats aims to enhance customer experience and foodservice offerings, with the first new format store opened in June 2025 [10] Management's Comments on Operating Environment and Future Outlook - Management noted ongoing challenges from geopolitical events, inflation, and mixed consumer sentiment, but expressed optimism about improving trends in July [5][6] - The company expects total adjusted EBITDA for Q3 2025 to be in the range of $70 million to $80 million, with cautious expectations for same store sales performance [24][25] - Management emphasized the importance of customer engagement and loyalty programs in driving sales and improving margins [12][13] Other Important Information - The company repurchased 2.2 million shares in Q2 2025 as part of its disciplined capital allocation strategy [17] - Total capital expenditures for the quarter were $45.3 million, including the purchase of 22 fee properties [23] Q&A Session Summary Question: What is driving the notable change in July's performance? - Management noted improvements in July driven by strong promotions and customer engagement initiatives, particularly the Fueling America campaign [30] Question: Are more stores being identified for dealerization compared to six months ago? - Management confirmed that the pace of dealerization is consistent with expectations, with ongoing identification of additional stores [35][36] Question: What is the expected impact of the new store format on labor and complexity? - The new store format does not significantly increase square footage but adds food service capabilities, requiring minimal additional labor [78] Question: How are wages trending this summer compared to last summer? - Wages have trended up approximately 3%, consistent with inflationary pressures, but operating expenses have decreased due to reduced hours [47] Question: What constitutes success for the store conversions? - Success is measured by increased traffic and higher inside margins, particularly from food service offerings [87]
ARKO (ARKO) - 2025 Q2 - Quarterly Report
2025-08-06 20:06
PART I. FINANCIAL INFORMATION Presents ARKO Corp.'s unaudited condensed consolidated financial statements, management's discussion, market risks, and controls [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Presents ARKO Corp.'s unaudited condensed consolidated financial statements and detailed notes for Q2 2025 and H1 2025 [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Summarizes ARKO Corp.'s financial position, detailing assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | **Assets** | | | | Total current assets | $743,484 | $722,208 | | Total non-current assets | $2,865,338 | $2,898,450 | | **Total assets** | **$3,608,822** | **$3,620,658** | | **Liabilities** | | | | Total current liabilities | $481,042 | $445,490 | | Total non-current liabilities | $2,759,485 | $2,790,244 | | **Total liabilities** | **$3,243,987** | **$3,243,792** | | Series A redeemable preferred stock | $100,000 | $100,000 | | **Total shareholders' equity** | **$264,835** | **$276,866** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Details ARKO Corp.'s revenues, expenses, and net income for the three and six months ended June 30, 2025, and 2024 Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $1,999,519 | $2,388,163 | $3,828,424 | $4,460,617 | | Total operating expenses | $1,960,084 | $2,344,954 | $3,798,536 | $4,419,798 | | Operating income | $56,690 | $42,948 | $44,926 | $38,082 | | Income before income taxes | $37,172 | $21,581 | $11,557 | $14,258 | | Net income attributable to ARKO Corp. | $20,098 | $14,063 | $7,426 | $13,469 | | Net income attributable to common shareholders | $18,665 | $12,618 | $4,575 | $10,610 | | Net income per share – basic | $0.16 | $0.11 | $0.04 | $0.09 | | Net income per share – diluted | $0.16 | $0.11 | $0.04 | $0.09 | [Condensed Consolidated Statements of Changes in Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Outlines changes in ARKO Corp.'s equity, including common stock, treasury stock, and retained earnings, for the periods presented Condensed Consolidated Statements of Changes in Equity (in thousands, except share data) | Metric | Balance at April 1, 2025 | Balance at June 30, 2025 | Balance at January 1, 2025 | | :----------------------------------- | :----------------------- | :----------------------- | :------------------------- | | Common Stock (Shares) | 115,437,127 | 113,312,302 | 115,771,318 | | Common Stock (Par Value) | $12 | $12 | $12 | | Treasury Stock, at Cost | $(113,514) | $(122,813) | $(106,123) | | Additional Paid-in Capital | $280,017 | $283,675 | $276,681 | | Accumulated Other Comprehensive Income | $9,119 | $9,119 | $9,119 | | Retained Earnings | $79,592 | $94,842 | $97,177 | | Total Shareholders' Equity | $255,226 | $264,835 | $276,866 | | Net income (Q2 2025) | $20,098 | | | | Net income (H1 2025) | | | $7,426 | - Common stock repurchases for the six months ended June 30, 2025, totaled **$16.69 million**, reducing treasury stock[20](index=20&type=chunk) - Dividends declared for common stock totaled **$6.91 million** for the six months ended June 30, 2025[20](index=20&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Presents ARKO Corp.'s cash flows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024 Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $98,587 | $89,974 | | Net cash used in investing activities | $(70,432) | $(52,647) | | Net cash used in financing activities | $(4,106) | $(27,671) | | Net increase in cash and cash equivalents and restricted cash | $24,049 | $9,656 | | Cash and cash equivalents and restricted cash, end of period | $316,487 | $251,039 | - Cash paid for interest was **$43.675 million** in H1 2025, down from **$45.872 million** in H1 2024[29](index=29&type=chunk) - Purchases of property and equipment under leases amounted to **$44.044 million** in H1 2025[29](index=29&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations of ARKO Corp.'s significant accounting policies, debt, leases, and other financial instruments [1. General](index=12&type=section&id=1.%20General) Describes ARKO Corp.'s business operations, including its retail convenience stores, dealer stations, and cardlock locations - ARKO Corp. operates **1,254 retail convenience stores**, supplies fuel to **2,014 dealer gas stations**, and operates **287 cardlock locations** across more than 30 U.S. states and the District of Columbia as of June 30, 2025[33](index=33&type=chunk) - The Company has four reportable segments: retail, wholesale, fleet fueling, and GPMP[34](index=34&type=chunk) [2. Summary of Significant Accounting Policies](index=12&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the accounting principles and policies used in preparing the interim financial statements, including seasonality and recent legislation - The interim financial statements are unaudited and prepared in accordance with U.S. GAAP for interim financial information and Regulation S-X[36](index=36&type=chunk) - The Company experiences seasonal fluctuations, with disproportionately higher operating income in the second and third quarters due to favorable climate and seasonal buying patterns[38](index=38&type=chunk) - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, and the Company is currently assessing its impact on consolidated financial statements[49](index=49&type=chunk) [3. Debt](index=16&type=section&id=3.%20Debt) Details ARKO Corp.'s debt structure, including Senior Notes, M&T debt, Capital One Line of Credit, and insurance premium notes Debt Components (in thousands) | Debt Type | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :------------------ | | Senior Notes | $445,690 | $445,263 | | M&T debt | $88,718 | $57,380 | | Capital One Line of Credit | $376,679 | $375,951 | | Insurance premium notes | $5,319 | $2,405 | | Total debt, net | $916,406 | $880,999 | | Less current portion | $(39,867) | $(12,944) | | Total long-term debt, net | $876,539 | $868,055 | - GPM amended its M&T Credit Agreement on May 13, 2025, increasing real estate loans from **$49.5 million** to **$83.7 million**, with the additional **$34.2 million** maturing in May 2030[51](index=51&type=chunk) [4. Leases](index=16&type=section&id=4.%20Leases) Provides information on ARKO Corp.'s lease arrangements, including leased properties and total lease costs for various periods - As of June 30, 2025, the Company leased **1,023 retail convenience stores**, **418 dealer locations**, **154 cardlock locations**, and other spaces[53](index=53&type=chunk) Total Lease Costs (in thousands) | Lease Cost Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Finance lease cost (depreciation & interest) | $6,520 | $6,883 | $13,298 | $13,635 | | Operating lease costs (site operating & G&A) | $48,621 | $48,374 | $97,111 | $95,587 | | Other lease costs | $1,708 | $(304) | $2,993 | $1,860 | | **Total lease costs** | **$56,849** | **$54,953** | **$113,402** | **$111,082** | - The Company recorded a gain of approximately **$20.8 million** in Q2 2025 from the expiration of a real estate purchase option, treated as a sale-leaseback[55](index=55&type=chunk) [5. Financial Derivative Instruments](index=19&type=section&id=5.%20Financial%20Derivative%20Instruments) Explains ARKO Corp.'s use of derivative instruments, specifically futures contracts, to manage diesel fuel price risks - The Company uses derivative instruments (futures contracts) to manage diesel fuel price risks, designated as fair value hedges of firm commitments[59](index=59&type=chunk) - As of June 30, 2025, the Company had fuel futures contracts hedging approximately **1.9 million gallons** of diesel fuel[60](index=60&type=chunk) [6. Equity](index=19&type=section&id=6.%20Equity) Details ARKO Corp.'s equity activities, including common stock dividends and share repurchases under its repurchase program - The Board declared and paid dividends of **$0.03 per share** of common stock on March 21, 2025, and May 30, 2025, totaling approximately **$6.9 million** for the six months ended June 30, 2025[62](index=62&type=chunk) - The Company repurchased approximately **3.5 million shares** of common stock for **$14.3 million** (average price **$4.07/share**) during the six months ended June 30, 2025, under its **$125 million share repurchase program**[63](index=63&type=chunk) [7. Share-Based Compensation](index=19&type=section&id=7.%20Share-Based%20Compensation) Reports on ARKO Corp.'s share-based compensation costs and activity for nonvested RSUs and PSUs for the periods presented - Total share-based compensation cost for employees and Board members was **$7.0 million** for the six months ended June 30, 2025, up from **$6.1 million** in the prior year[72](index=72&type=chunk) Nonvested RSUs and PSUs Activity (in thousands) | Metric | RSUs and PSUs | | :---------------------------------- | :------------ | | Nonvested RSUs and PSUs, Dec 31, 2024 | 4,612 | | Granted | 3,715 | | Released | (1,618) | | Forfeited | (163) | | Performance-based share adjustment | (347) | | Nonvested RSUs and PSUs, June 30, 2025 | 6,199 | - Unrecognized compensation cost related to RSUs and PSUs was approximately **$22.0 million** as of June 30, 2025, to be recognized over an average of **1.9 years**[71](index=71&type=chunk) [8. Earnings per Share](index=23&type=section&id=8.%20Earnings%20per%20Share) Presents ARKO Corp.'s basic and diluted net income per share attributable to common shareholders for the periods presented Net Income Per Share Attributable to Common Shareholders | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income attributable to common stockholders | $18,665 | $12,618 | $4,575 | $10,610 | | Weighted average common shares outstanding — Basic | 114,012 | 115,758 | 114,945 | 116,512 | | Weighted average common shares outstanding — Diluted | 115,411 | 116,880 | 115,645 | 117,073 | | Net income per share – Basic | $0.16 | $0.11 | $0.04 | $0.09 | | Net income per share – Diluted | $0.16 | $0.11 | $0.04 | $0.09 | - Potential shares from stock options, Ares warrants, Public and Private warrants, and Series A redeemable preferred stock were excluded from diluted EPS computation due to their antidilutive effect[73](index=73&type=chunk) [9. Fair Value Measurements and Financial Instruments](index=23&type=section&id=9.%20Fair%20Value%20Measurements%20and%20Financial%20Instruments) Discusses the fair value measurements of ARKO Corp.'s financial instruments, including Senior Notes, Public Warrants, and contingent consideration - The fair value of Senior Notes was estimated at **$380.3 million** as of June 30, 2025, compared to a gross carrying value of **$450 million**[74](index=74&type=chunk) - The fair value of Public Warrants decreased significantly from **$6.7 million** (Dec 31, 2024) to **$0.2 million** (June 30, 2025)[77](index=77&type=chunk) - Contingent consideration from the 2020 Empire acquisition was **$3.9 million** as of June 30, 2025, measured at Level 3 fair value[75](index=75&type=chunk) [10. Segment Reporting](index=24&type=section&id=10.%20Segment%20Reporting) Outlines ARKO Corp.'s reportable segments: retail, wholesale, fleet fueling, and GPMP, and how operating income is assessed - The Company's reportable segments are retail, wholesale, fleet fueling, and GPMP, with operating income used by the CODM to assess performance[81](index=81&type=chunk) - The retail segment operates convenience stores selling fuel and merchandise, owning inventory and employing staff[83](index=83&type=chunk) - The GPMP segment primarily engages in inter-segment wholesale fuel distribution to GPM's retail and wholesale sites at cost plus a fixed margin (currently **5.0 cents per gallon**)[86](index=86&type=chunk) [11. Commitments and Contingencies](index=29&type=section&id=11.%20Commitments%20and%20Contingencies) Details ARKO Corp.'s environmental obligations, asset retirement obligations, and a wage and hour collective action settlement - Environmental obligations totaled **$11.4 million** as of June 30, 2025, with estimated recoveries from insurance and state funds of **$6.9 million**[96](index=96&type=chunk)[97](index=97&type=chunk) - An asset retirement obligation of **$88.9 million** was recorded as of June 30, 2025, for future storage tank removal costs[98](index=98&type=chunk) - The Company accrued approximately **$2.0 million** in Q1 2025 for a wage and hour collective action settlement, with a potential additional loss of up to **$1.2 million**[101](index=101&type=chunk) [12. Related Party Transactions](index=30&type=section&id=12.%20Related%20Party%20Transactions) Confirms no material changes to the description of related party transactions as previously disclosed in the annual financial statements - There have been no material changes to the description of related party transactions as set forth in the annual financial statements[103](index=103&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses ARKO Corp.'s business, transformation plan, key trends, financial results, liquidity, and non-GAAP measures [Overview](index=31&type=section&id=Overview) Provides an overview of ARKO Corp.'s operations, including its store count, loyalty program, and wholesale fuel distribution strategy - ARKO Corp. operates **1,254 retail convenience stores**, supplies fuel to **2,014 dealer gas stations**, and operates **287 cardlock locations** across more than 30 U.S. states and the District of Columbia as of June 30, 2025[107](index=107&type=chunk) - The Company's fas REWARDS® loyalty program had approximately **2.35 million enrolled members** by Q2 2025, a **9.8% increase YoY**[109](index=109&type=chunk) - The Company is expanding its wholesale fuel distribution network by converting retail locations to dealer sites, expecting greater profitability and enhanced purchasing power[110](index=110&type=chunk) [Description of Segments](index=32&type=section&id=Description%20of%20Segments) Describes the operational characteristics and business models of ARKO Corp.'s retail, wholesale, fleet fueling, and GPMP segments - Retail segment: Operates convenience stores, owning merchandise and fuel inventory, and employing personnel[111](index=111&type=chunk) - Wholesale segment: Supplies fuel to dealers, sub-wholesalers, and bulk/spot purchasers on consignment or cost-plus basis[112](index=112&type=chunk) - Fleet Fueling segment: Operates proprietary and third-party cardlock locations and earns commissions from proprietary fuel card sales[113](index=113&type=chunk) - GPMP segment: Primarily engages in inter-segment wholesale fuel distribution to retail and wholesale sites at cost plus a fixed margin[114](index=114&type=chunk) [Multi-Year Transformation Plan](index=32&type=section&id=Multi-Year%20Transformation%20Plan) Outlines ARKO Corp.'s strategic initiatives, including retail store conversions, new format store investments, and procurement strategies - The Transformation Plan includes converting retail stores to dealer sites, with **70 conversions** in Q2 2025 and **129 in H1 2025**, totaling **282 since mid-2024**[116](index=116&type=chunk) - The Company is investing in new format stores, launching a flagship location in June 2025, featuring a modernized layout and a new food and beverage concept, 'fas craves'[116](index=116&type=chunk) - Increased focus on pricing and procurement strategies across retail stores aims to support ongoing merchandise margin rate growth[116](index=116&type=chunk) [Trends Impacting Our Business](index=34&type=section&id=Trends%20Impact%20Our%20Business) Discusses key external and internal factors influencing ARKO Corp.'s business, such as acquisitions, fuel margins, inflation, and seasonality - The Company completed **26 acquisitions** from 2013 through June 30, 2025, including **21 SpeedyQ Markets convenience stores** in Michigan on April 9, 2024[120](index=120&type=chunk) - Operating results are significantly impacted by retail fuel margins, which are influenced by wholesale fuel costs, supply disruptions, and local competition[122](index=122&type=chunk) - Inflation and higher interest rates have increased merchandise costs and reduced consumer purchasing power, leading to increased wages and potential negative impacts on demand[124](index=124&type=chunk) - The business is seasonal, with operating income historically higher in the second and third quarters due to favorable climate and seasonal buying patterns[127](index=127&type=chunk) [Results of Operations for the three and six months ended June 30, 2025 and 2024](index=35&type=section&id=Results%20of%20Operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) Analyzes ARKO Corp.'s consolidated and segment-specific financial performance for the three and six months ended June 30, 2025, and 2024 [Consolidated Results](index=35&type=section&id=Consolidated%20Results) Summarizes ARKO Corp.'s overall financial performance, including revenues, operating income, net income, and Adjusted EBITDA Consolidated Financial Highlights (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $1,999,519 | $2,388,163 | $3,828,424 | $4,460,617 | | Operating income | $56,690 | $42,948 | $44,926 | $38,082 | | Net income attributable to ARKO Corp. | $20,098 | $14,063 | $7,426 | $13,469 | | Fuel gallons sold | 531,186 | 567,609 | 1,021,526 | 1,086,922 | | Fuel margin, cents per gallon | 28.6 | 28.3 | 26.8 | 26.7 | | Merchandise contribution | $134,485 | $155,759 | $252,055 | $290,677 | | Merchandise margin | 33.6% | 32.8% | 33.4% | 32.7% | | Adjusted EBITDA | $76,938 | $80,070 | $107,793 | $113,235 | [Three Months Ended June 30, 2025 versus Three Months Ended June 30, 2024](index=36&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20versus%20Three%20Months%20Ended%20June%2030%2C%202024) Compares ARKO Corp.'s financial results for Q2 2025 against Q2 2024, highlighting changes in revenue, operating income, and tax expense - Fuel revenue decreased by **$318.0 million (16.8%)** due to lower average fuel prices and fewer gallons sold[133](index=133&type=chunk) - Merchandise revenue decreased by **$74.1 million (15.6%)** due to store closures/conversions and lower same-store sales[134](index=134&type=chunk) - Operating income increased to **$56.7 million** from **$42.9 million**, primarily driven by a **$20.8 million gain** on sale-leaseback, partially offset by lower merchandise and fuel contribution[138](index=138&type=chunk)[139](index=139&type=chunk) - Income tax expense increased to **$17.1 million** from **$7.5 million**, mainly due to deferred income tax expense related to the sale-leaseback gain[141](index=141&type=chunk) [Six Months Ended June 30, 2025 versus Six Months Ended June 30, 2024](index=38&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20versus%20Six%20Months%20Ended%20June%2030%2C%202024) Compares ARKO Corp.'s financial results for H1 2025 against H1 2024, focusing on changes in fuel revenue, merchandise revenue, and operating income - Fuel revenue decreased by **$502.4 million (14.3%)** due to lower average fuel prices, fewer gallons sold, and severe weather in early 2025[143](index=143&type=chunk) - Merchandise revenue decreased by **$134.3 million (15.1%)** due to store closures/conversions and lower same-store sales[144](index=144&type=chunk) - Operating income increased to **$44.9 million** from **$38.1 million**, driven by the **$20.8 million gain** on sale-leaseback and benefits from converted retail stores, partially offset by lower same-store contribution and higher D&A[148](index=148&type=chunk)[149](index=149&type=chunk) - Interest and other financial expenses, net, increased by **$9.5 million**, primarily due to lower fair value adjustments for warrants and deferred consideration income in the prior year[150](index=150&type=chunk) [Segment Results](index=40&type=section&id=Segment%20Results) Analyzes the financial performance of ARKO Corp.'s individual segments: Retail, Wholesale, Fleet Fueling, and GPMP [Retail Segment](index=40&type=section&id=Retail%20Segment) Details the Retail segment's revenues, operating income, fuel gallons sold, and merchandise sales for the periods presented Retail Segment Financial Highlights (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $1,162,851 | $1,467,355 | $2,222,569 | $2,723,117 | | Operating income | $80,370 | $87,925 | $120,521 | $134,438 | | Fuel gallons sold | 240,302 | 283,481 | 465,365 | 538,945 | | Same store fuel gallons sold decrease (%) | (6.5%) | (6.6%) | (6.4%) | (6.6%) | | Fuel margin, cents per gallon | 44.9 | 41.6 | 41.5 | 39.1 | | Same store merchandise sales decrease (%) | (4.2%) | (5.1%) | (5.5%) | (4.6%) | | Merchandise margin | 33.6% | 32.8% | 33.4% | 32.7% | - Retail fuel revenue decreased by **$228.3 million (23.4%)** in Q2 2025 due to a **6.5% decrease** in same-store gallons sold and a **$0.33/gallon decrease** in average retail fuel price[161](index=161&type=chunk) - Retail merchandise revenue decreased by **$74.1 million (15.6%)** in Q2 2025, with same-store merchandise sales down **4.2%**, half of which was from cigarettes[162](index=162&type=chunk) - Retail operating income decreased by **$7.5 million** in Q2 2025, primarily due to lower fuel and merchandise contribution from closed/converted stores, despite an increase in same-store fuel margin[164](index=164&type=chunk)[165](index=165&type=chunk) [Wholesale Segment](index=45&type=section&id=Wholesale%20Segment) Presents the Wholesale segment's revenues, operating income, and fuel gallons sold for fuel supply and consignment agent locations Wholesale Segment Financial Highlights (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $709,172 | $769,543 | $1,349,016 | $1,440,915 | | Operating income | $23,242 | $21,270 | $41,872 | $39,559 | | Fuel gallons sold – fuel supply locations | 213,529 | 203,561 | 404,606 | 390,292 | | Fuel gallons sold – consignment agent locations | 38,929 | 39,338 | 75,444 | 76,842 | | Fuel margin, cents per gallon – fuel supply locations | 6.3 | 6.0 | 6.2 | 6.1 | | Fuel margin, cents per gallon – consignment agent locations | 30.6 | 29.7 | 27.2 | 27.2 | - Wholesale fuel revenue decreased by **$66.0 million (8.7%)** in Q2 2025 due to lower average fuel prices, partially offset by a **3.9% increase** in gallons sold, driven by retail store conversions[177](index=177&type=chunk) - Wholesale operating income increased by **$2.0 million** in Q2 2025, with additional income from converted retail sites offsetting reduced income at comparable wholesale sites[178](index=178&type=chunk) - In H1 2025, wholesale fuel contribution increased by **$0.7 million**, with fuel supply locations seeing a **$1.1 million increase** and consignment agent locations a **$0.4 million decrease**[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) [Fleet Fueling Segment](index=47&type=section&id=Fleet%20Fueling%20Segment) Reports the Fleet Fueling segment's revenues, operating income, and fuel gallons sold for proprietary and third-party cardlock locations Fleet Fueling Segment Financial Highlights (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $120,366 | $142,424 | $240,890 | $277,002 | | Operating income | $13,079 | $13,702 | $24,071 | $23,460 | | Fuel gallons sold – proprietary cardlock locations | 32,997 | 35,678 | 64,915 | 69,127 | | Fuel gallons sold – third-party cardlock locations | 3,293 | 3,271 | 6,468 | 6,470 | | Fuel margin, cents per gallon – proprietary cardlock locations | 51.7 | 49.1 | 49.0 | 45.1 | | Fuel margin, cents per gallon – third-party cardlock locations | 21.2 | 10.1 | 20.0 | 8.9 | - Fleet fueling fuel revenue decreased by **$22.0 million (15.7%)** in Q2 2025 due to a **6.8% decrease** in gallons sold and lower average fuel prices[189](index=189&type=chunk) - In Q2 2025, proprietary cardlock fuel contribution decreased by **$0.5 million** despite higher fuel margin per gallon, while third-party cardlock fuel contribution increased by **$0.4 million**[190](index=190&type=chunk) - For H1 2025, fleet fueling fuel contribution increased by **$1.3 million**, driven by favorable diesel margins at proprietary cardlocks and closure of underperforming third-party locations[193](index=193&type=chunk) [GPMP Segment](index=48&type=section&id=GPMP%20Segment) Outlines the GPMP segment's revenues, operating income, and inter-segment fuel gallons sold at a fixed margin GPMP Segment Financial Highlights (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $1,009,330 | $1,284,082 | $1,950,512 | $2,388,035 | | Operating income | $23,948 | $25,756 | $45,874 | $49,083 | | Fuel gallons sold – inter-segment | 472,028 | 506,453 | 906,546 | 968,961 | | Fuel margin, cents per gallon | 5.0 | 5.0 | 5.0 | 5.0 | - GPMP fuel revenue decreased by **$274.7 million (21.4%)** in Q2 2025 due to lower average fuel prices and fewer gallons sold[198](index=198&type=chunk) - GPMP fuel margin decreased by **$1.7 million** in Q2 2025, primarily due to fewer gallons sold to the retail segment at a fixed margin[200](index=200&type=chunk) - For H1 2025, GPMP fuel revenue decreased by **$437.4 million (18.4%)** due to lower gallons sold and average fuel prices, resulting in a **$3.2 million decrease** in fuel margin[201](index=201&type=chunk)[203](index=203&type=chunk) [Use of Non-GAAP Measures](index=49&type=section&id=Use%20of%20Non-GAAP%20Measures) Explains ARKO Corp.'s use of non-GAAP financial measures, including 'same store basis' and Adjusted EBITDA, and provides reconciliation - The Company uses **'same store basis'** as a non-GAAP metric to provide comparability of ongoing operating performance, excluding stores without a full prior-year quarter of activity[204](index=204&type=chunk) - **Adjusted EBITDA** is defined as net income (loss) before net interest expense, income taxes, depreciation and amortization, further adjusted for non-cash and unusual items[205](index=205&type=chunk) Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $20,098 | $14,063 | $7,426 | $13,469 | | EBITDA | $90,318 | $76,553 | $113,462 | $103,425 | | Acquisition and divestiture costs | $1,132 | $1,510 | $2,282 | $2,190 | | (Gain) loss on disposal of assets and impairment charges | $(18,226) | $721 | $(16,698) | $3,385 | | Share-based compensation expense | $3,658 | $2,784 | $6,994 | $6,113 | | Expenses related to wage and hour claim settlement | — | — | $2,023 | — | | **Adjusted EBITDA** | **$76,938** | **$80,070** | **$107,793** | **$113,235** | [Liquidity and Capital Resources](index=52&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses ARKO Corp.'s liquidity position, primary sources of funds, capital allocation, and exposure to interest rate risk - Primary liquidity sources are cash flows from operations, credit facilities, and cash balances, used for operations, capital expenditures, and debt servicing[210](index=210&type=chunk) - As of June 30, 2025, the Company had a strong liquidity position of approximately **$875 million**, including **$294 million** in cash and **$582 million** in credit line availability[211](index=211&type=chunk) - Approximately **51%** of the Company's debt bore interest at variable rates as of June 30, 2025, exposing it to interest rate risk[211](index=211&type=chunk) - The Company repurchased approximately **3.5 million shares** for **$14.3 million** in H1 2025 under its share repurchase program, with **$11.3 million** remaining capacity[213](index=213&type=chunk) [Cash Flows for the Six Months Ended June 30, 2025 and 2024](index=52&type=section&id=Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Analyzes ARKO Corp.'s cash flow activities from operations, investing, and financing for the six months ended June 30, 2025, and 2024 Net Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :----------------------------- | :----------------------------- | | Operating activities | $98,587 | $89,974 | | Investing activities | $(70,432) | $(52,647) | | Financing activities | $(4,106) | $(27,671) | | Effect of exchange rates | $30 | $(38) | | Total | $24,079 | $9,618 | - Cash flows from operating activities increased to **$98.6 million** in H1 2025, driven by dealer deposits, vendor incentives, and lower net interest payments, partially offset by higher tax payments and decreased Adjusted EBITDA[218](index=218&type=chunk) - Cash used in investing activities decreased by **$17.8 million** in H1 2025, with **$72.7 million** spent on capital expenditures including property purchases, NTI stores, and remodels[220](index=220&type=chunk) - Financing activities in H1 2025 included **$25.1 million net proceeds** from long-term debt, **$6.9 million in common stock dividends**, **$2.9 million in preferred stock dividends**, and **$16.6 million in common stock repurchases**[222](index=222&type=chunk) [Credit Facilities and Senior Notes](index=54&type=section&id=Credit%20Facilities%20and%20Senior%20Notes) Details ARKO Corp.'s debt facilities, including Senior Notes, PNC Line of Credit, M&T Credit Agreement, and Capital One revolving credit facility - The Company has **$450 million** aggregate principal amount of **5.125%** Senior Notes due 2029, which are unsecured and guaranteed by certain subsidiaries[223](index=223&type=chunk) - GPM has a **$140 million PNC Line of Credit** for working capital, with **$8.2 million in letters of credit** outstanding as of June 30, 2025[225](index=225&type=chunk)[226](index=226&type=chunk) - GPM's M&T Credit Agreement includes a **$45.0 million equipment line of credit** (with **$31.3 million available**) and **$83.7 million in real estate term loans**[227](index=227&type=chunk) - GPMP has an **$800 million revolving credit facility** with Capital One, with **$380.8 million drawn** and **$418.7 million available** as of June 30, 2025[229](index=229&type=chunk)[230](index=230&type=chunk) [Critical Accounting Estimates](index=56&type=section&id=Critical%20Accounting%20Estimates) Confirms no material changes to critical accounting estimates for the six months ended June 30, 2025, compared to the prior annual report - There were no material changes to critical accounting estimates for the six months ended June 30, 2025, compared to the Annual Report on Form 10-K for December 31, 2024[232](index=232&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Outlines the Company's exposure to commodity price risk and interest rate risk, and their potential financial impacts [Commodity Price Risk](index=57&type=section&id=Commodity%20Price%20Risk) Discusses the Company's limited exposure to commodity price risk and its use of derivative instruments to manage fuel price fluctuations - The Company has limited exposure to commodity price risk, but significant fuel price increases can lead to lower sales volumes and higher credit card expenses[233](index=233&type=chunk) - Derivative commodity instruments (futures contracts) are used to manage risks associated with an immaterial number of gallons of diesel fuel[233](index=233&type=chunk) [Interest Rate Risk](index=57&type=section&id=Interest%20Rate%20Risk) Explains the Company's exposure to interest rate risk due to variable-rate debt and the potential impact of interest rate changes on debt service costs - Approximately **51%** of the Company's debt bore interest at variable rates as of June 30, 2025[234](index=234&type=chunk) - A **1% increase** in applicable interest rates would increase annual debt service by approximately **$4.7 million** based on June 30, 2025, outstanding balances[234](index=234&type=chunk) - Interest rates on the Capital One Line of Credit and M&T Term Loans were **7.4%** and **6.6%** respectively, as of June 30, 2025[234](index=234&type=chunk) [Item 4. Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Confirms the effectiveness of disclosure controls and procedures, reporting no material changes to internal control over financial reporting [Disclosure Controls and Procedures](index=57&type=section&id=Disclosure%20Controls%20and%20Procedures) States that management, including the CEO and CFO, concluded the disclosure controls and procedures were effective as of June 30, 2025 - Management, with CEO and CFO participation, evaluated and concluded that disclosure controls and procedures were effective as of June 30, 2025[235](index=235&type=chunk) [Changes to the Company's Internal Control Over Financial Reporting](index=57&type=section&id=Changes%20to%20the%20Company%27s%20Internal%20Control%20Over%20Financial%20Reporting) Reports that there were no material changes to the Company's internal control over financial reporting during the quarter ended June 30, 2025 - There were no material changes to the Company's internal control over financial reporting during the quarter ended June 30, 2025[236](index=236&type=chunk) PART II. OTHER INFORMATION Covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, exhibits, and signatures [Item 1. Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) Refers to Note 11 for details on legal proceedings, including environmental liabilities and a wage and hour settlement - Information on legal proceedings is incorporated by reference from Note 11 to the Quarterly Financial Statements[237](index=237&type=chunk) [Item 1A. Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) States no material changes to the Company's risk factors since the prior annual report - No material changes to risk factors were reported during the quarter ended June 30, 2025, compared to the Annual Report on Form 10-K for December 31, 2024[238](index=238&type=chunk) [Item 2. Unregistered Sales of Equity Securities, and Use of Proceeds](index=58&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20and%20Use%20of%20Proceeds) Details the Company's share repurchase activity for Q2 2025 under its publicly announced program Share Repurchase Activity for Q2 2025 (dollars in thousands, except per share amounts) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs | | :------------------------------ | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------- | | April 1, 2025 to April 30, 2025 | 1,286,738 | $3.96 | $15,388 | | May 1, 2025 to May 31, 2025 | 415,203 | $4.26 | $13,620 | | June 1, 2025 to June 30, 2025 | 525,133 | $4.38 | $11,320 | | **Total** | **2,227,074** | **$4.11** | **$11,320** | - All repurchases were made on the open market under the **$125 million share repurchase program**, which was announced in February 2022 and increased in May 2023 and May 2024[239](index=239&type=chunk) [Item 3. Defaults Upon Senior Securities](index=58&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Confirms no defaults upon senior securities occurred during the reporting period - No defaults upon senior securities occurred during the reporting period[240](index=240&type=chunk) [Item 4. Mine Safety Disclosures](index=58&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Indicates that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[241](index=241&type=chunk) [Item 5. Other Information](index=58&type=section&id=Item%205.%20Other%20Information) Confirms no officers or directors adopted or terminated Rule 10b5-1 trading arrangements in Q2 2025 - No officers or directors adopted or terminated any Rule 10b5-1(c) trading arrangements during the three months ended June 30, 2025[242](index=242&type=chunk) [Item 6. Exhibits](index=59&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Form 10-Q, including credit agreement amendments, certifications, and XBRL financial statements - Exhibits include amendments to the Third Amended and Restated Credit Agreement with M&T Bank (Exhibit 10.1, 10.2)[246](index=246&type=chunk) - Certifications by the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2) are filed/furnished[246](index=246&type=chunk) - Financial statements are provided in Inline XBRL format (Exhibit 101)[246](index=246&type=chunk) [Signatures](index=60&type=section&id=Signatures) Contains the required signatures for the Quarterly Report on Form 10-Q, confirming its due authorization and filing - The report is signed by Robert Giammatteo, Executive Vice President and Chief Financial Officer, on behalf of ARKO Corp. on August 6, 2025[249](index=249&type=chunk)[250](index=250&type=chunk)