ARKO Corp.: Form 10-Q for the period ended Jun 30, 2026

You should read this discussion together with the unaudited Condensed Consolidated Financial Statements, related notes, and other financial information included elsewhere in this Quarterly Report on Form 10-Q together with our audited consolidated financial statements, related notes, and other information contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors,” in Part I, Item 1A of the Form 10-K and in Part II, Item 1A of this Quarterly Report on Form 10-Q and as described from time to time in our other filings with the Securities and Exchange Commission. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.

Overview

Based in Richmond, Virginia, ARKO Corp. is one of the largest operators of convenience stores in the United States (“U.S.”), ranked by store count, operating 1,057 retail convenience stores as of June 30, 2026. We are also one of the largest wholesalers of fuel by gallons in the U.S. As of June 30, 2026, we supplied fuel to 2,129 dealer locations and operated 290 proprietary and third-party cardlock locations (unstaffed fueling locations). We are well diversified geographically and as of June 30, 2026, operated in the District of Columbia and more than 30 states in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern U.S. We own 100% of GPM Investments, LLC, a Delaware limited liability company (“GPM”), which was our primary operating entity until the closing of the initial public offering of the Class A common stock of our subsidiary ARKO Petroleum Corp., a Delaware corporation (“APC”), on February 13, 2026 (the “APC IPO”), after which GPM became our primary operating entity for our retail segment, and APC became our primary operating entity for our wholesale, fleet fueling and GPMP segments. We own 73.6% of the economic interests and 93.3% of the combined voting power of APC. APC’s Class A common stock began trading on the Nasdaq under the symbol “APC” on February 12, 2026.

Description of Segments

Retail Segment

Our retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and merchandise to retail customers, from which we generate a significant portion of our revenue and a large proportion of our profitability. At our convenience stores, we own the merchandise and fuel inventory and employ personnel to manage the store.

As of June 30, 2026, we operated the stores under more than 25 regional store brands including 1-Stop, Admiral, Apple Market®, BreadBox, Corner Mart, Dixie Mart, ExpressStop, E-Z Mart®, fas mart®, fastmarket®, Flash Market, Handy Mart, Jetz, Jiffi Stop®, Jiffy Stop, Li’l Cricket, Market Express, Next Door Store®, Pride, Roadrunner Markets, Rose Mart, Rstore, Scotchman®, shore stop®, Speedy’s, SpeedyQ, Town Star, Uncle’s, Village Pantry® and Young’s.

We operate our retail stores centrally with consistent marketing, merchandising and assortment strategies across our brands, but we occasionally offer regional items based on consumer demand in select markets. We believe this approach increases operational efficiencies while preserving flexibility. Our marketing initiatives and merchandising and assortment strategies are centered around offering our customers an assortment of products with an attractive value proposition. Our retail offering includes a wide array of grab-n-go hot and cold prepared foods and dispensed beverages, take home packaged beverages and beer, candy, salty snacks, bakery

and packaged sweet snacks, general and seasonal merchandise, cigarettes, and other tobacco products such as moist tobacco, vape, nicotine pouches, and cigars. We have various foodservice offerings at approximately 925 stores, with options including hot and cold grab-n-go foods, such as bakery, Nathan’s® hot dogs and Tornado® roller grill items. We have approximately 140 stores with delis offering a more robust foodservice menu that includes fried chicken, pizza, breakfast sandwiches, chicken tenders, potato wedges and more. We supplement our foodservice offering with approximately 85 quick service major national brand restaurants such as Dunkin’ and Subway. Additionally, we offer a number of traditional convenience store services, including lottery, prepaid products, gift cards, money orders, ATMs, skill gaming, Bitcoin® ATMs and other ancillary product and service offerings. We sell fuel at 1,034 of our retail sites, and we had 285 electric vehicle (“EV”) chargers at 96 of our locations. We also generate revenue from car washes at approximately 65 of our locations.

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. For cost plus arrangements, the dealers, sub-wholesalers and bulk and spot purchasers, purchase fuel from us, and we earn a fixed mark-up above our cost. The sales price is determined according to the terms of the relevant agreement, which typically reflects our total fuel costs plus the cost of transportation, taxes and our fixed margin.

Furthermore, we generally retain any prompt pay discounts and rebates from our fuel suppliers. For consignment arrangements, we retain ownership of the fuel 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 fuel by the dealer based on the terms of the relevant contract. In certain cases, gross profit is split based on a percentage and in others, we pay a fixed fee per gallon to the dealer and retain the remainder of the profit.

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 primarily engages in inter-segment transactions of wholesale distribution of fuel to substantially all of our sites that sell fuel in the retail and wholesale segments, and beginning February 1, 2026, to locations in the fleet fueling segment. Our GPMP segment sells and supplies fuel at its cost of fuel (including taxes and transportation) plus a fixed margin to such supplied sites and charges an inter-segment fixed fee primarily, prior to February 1, 2026, to sites in the fleet fueling segment that were not supplied by the GPMP segment. The effect of these inter-segment transactions was eliminated in the Consolidated Financial Statements.

Transformation Plan Updates and Initiatives

Remodels and New-to-Industry (“NTI”) Stores

Our multi-year transformation plan (the “Transformation Plan”) includes targeted capital allocation toward strategic sub-segments of our retail stores, with the goal of increasing traffic and improving profitability. In June of 2025, we launched our new format fas craves flagship location showcasing our key strategic priority to offer food that is relevant, delicious, and affordable and do so within stores that are completely remodeled with modernized interior and exterior designs, with layouts intended to provide a strong focus on our food offerings. fas craves food elevates our assortment of hot and cold grab-and-go food and dispensed beverages.

Since the launch of our flagship location, we have completed several additional remodels and have approximately 25 additional remodels planned, all which feature the fas craves food and beverage elements. We also plan to expand components of fas craves food and beverage to certain non-remodel stores where space permits prior to remodeling. Complementing our retail remodeling initiative, in the first six months of 2026, we opened three new-to-industry (“NTI”) retail stores, and we plan to open three NTI Dunkin’ stores in 2026.

We are targeting opening 20 new fleet fueling locations during 2026, of which one opened in March 2026, two opened in July 2026, and 17 are in process. We anticipate that these new fleet fueling locations will have a positive impact on our results of operations given the attractive, durable cash flow profile of our fleet fueling business.

fas REWARDS Loyalty Program

As of June 30, 2026, we had approximately 2.6 million enrolled members in our fas REWARDS loyalty program, representing a year over year increase of approximately 9.9% from the end of the second quarter of 2025. Our fas REWARDS loyalty program is available in all of our retail stores and offers enrolled loyalty members the most value in our stores, in-app member only deals not available without the app, and the ability to earn points that can be redeemed for either fuel or merchandise savings. Other in-app features include the ability to convert earned points to fas BUCKS, which can be spent like cash on most merchandise categories in our stores, and, as part of our Fueling America’s Future promotion, stackable fuel cents off up to $2.50 off per gallon (up to 20 gallons) to celebrate America’s 250th anniversary in 2026.

In the first quarter of 2026, we launched our updated fas REWARDS loyalty program app, which includes personalized features such as easy enrollment, an employee hub, store locators with individual member fuel pricing, Fueling America’s Future deals, value meals, age verified offers for tobacco and alcohol, and gaming.

Site Conversion Strategy (Dealerization)

Starting in the middle of 2024, as part of our Transformation Plan, we commenced leveraging our unique, multi-segment operating model to expand our wholesale fuel distribution network by converting a meaningful number of retail stores within our retail segment to dealer locations within our wholesale segment. Conversions of certain retail stores benefit both our retail and wholesale segments, as these sites have yielded, and we expect will continue to yield, greater profitability once converted. In such cases, we realize higher profit from ongoing fuel supply agreements and rental income than from continued operation of these stores in our retail segment. These conversions also allow us to focus on and better prioritize future investments in our remaining retail stores. During the three months ended June 30, 2026, we converted 21 retail stores to dealer locations for a total of 62 stores converted during the six months ended June 30, 2026 and a total of 471 stores converted since the beginning of this initiative. We expect to continue to convert a meaningful number of additional stores throughout 2026 and into 2027. These conversions have resulted in approximately $2.7 million, $8.4 million and $15.6 million in incremental operating income before general and administrative expenses for the three month, six month, and 12-month periods ended June 30, 2026, respectively.

As we proceed with our Transformation Plan, we may incur associated non-recurring expenses, including personnel costs, divestiture costs, professional services fees, and losses on disposal of assets and impairment charges.

Pricing and Procurement Strategies

We continue to increase our focus on both our pricing and procurement strategies across our retail stores to support ongoing merchandise margin rate growth, including using customer centric data-driven decisions to expand our six core destination merchandise categories, which are packaged beverages, candy, salty snacks, packaged sweet snacks, alternative snacks and beer. Because our core destination merchandise categories represent a high concentration of our merchandise contribution, we focus on marketing and merchandising initiatives within these categories because we believe that they will have the greatest impact on our performance.

Trends Impacting Our Business

We achieved strong store growth over the last decade, driven primarily by a highly successful acquisition strategy, inclusive of 26 completed acquisitions from 2013 through June 30, 2026. Our strategic acquisitions, as well as the conversion of a meaningful number of retail stores to dealer locations, have had, and may continue to have, a significant impact on our reported results, which can make period to period comparisons difficult.

The following tables provide a history of our acquisitions, site conversions and site closings, including as part of our Transformation Plan, for the periods noted, for the retail, wholesale and fleet fueling segments:

1 Excludes bulk and spot purchasers.

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

The number of fuel gallons we sell and the related fuel margin that we earn per gallon significantly impact our results of operations. Fuel gallons sold are impacted by changes in the number of locations, macroeconomic environment, weather, crude oil pricing and other factors.

The cost of our main products, gasoline and diesel fuel, is greatly impacted by the wholesale cost of fuel in the U.S. Fuel margins for our retail stores, our fleet fueling locations and consignment agent 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. We pass wholesale fuel cost changes to our fuel supply dealers and attempt to pass wholesale fuel cost changes to our retail, fleet fueling and consignment customers through price changes; however, we are not always able to do so. We tend to realize lower fuel margins when the cost of fuel increases gradually over a longer period and higher fuel margins when the cost of fuel declines or is more volatile over a shorter period.

During the first half of 2026, global crude oil and refined product markets were impacted by heightened geopolitical tensions in the Middle East, including the ongoing conflict involving Iran, Israel, and the United States. These developments contributed to significant volatility in crude oil prices and periodic supply disruptions, including disruptions to shipping through the Strait of Hormuz. During the second quarter of 2026, market conditions remained highly dynamic as developments related to the conflict, including sporadic reopenings of the Strait of Hormuz and the resumption of oil flows, contributed to fluctuations in crude oil prices and changing expectations regarding global supply availability. These market conditions contributed to variability in wholesale fuel costs, retail gasoline prices, and fuel demand patterns across many of our markets. While retail price increases generally lag behind changes in wholesale costs, the magnitude and timing of the fluctuations during the six months ended June 30, 2026 positively affected fuel margins during that period. However, continued geopolitical uncertainty and evolving global supply dynamics may continue to contribute to volatility in fuel prices and margins in future periods.

We continually monitor market conditions and adjust pricing strategies in response to changes in commodity costs, competitive dynamics, and consumer demand. Because market and geopolitical conditions from time to time constrain 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 have increased merchandise cost and reduced consumer purchasing power. We have mitigated the impact of a portion of these higher costs on operating results with retail price increases. The persistence of, or increase in, inflation could negatively impact the demand for our products and services, including due to consumers reducing travel, which could reduce sales volumes. Because of recent and current labor market conditions and the prevailing wage rates in the markets in which we operate, we have increased wages, which has increased, and may continue to increase, our costs associated with recruiting and retaining qualified personnel. Additionally, any major changes in tax or trade policy between the U.S. and countries from which we or our suppliers source merchandise and other products for our sites, such as the imposition of new or additional tariffs or duties on imported products, could require that we take certain actions, including raising prices on products we sell and seeking alternative sources of supply. Further, any major changes could lead to significant cost increases and delays in opening remodeled or new convenience stores or other improvements to our sites.

We also operate in a highly competitive retail convenience market that includes businesses with operations and services that are similar to those that we provide. We believe that convenience stores managed by individual operators that offer branded or non-branded fuel are also significant competitors in the local markets in which we operate. Often, operators of both chains and individual stores compete by selling unbranded fuel at lower retail prices relative to the market. The convenience store industry is also subject to competition from other retail sectors including grocery stores, large warehouse retail stores, dollar stores and pharmacies.

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 because of the generally favorable climate and seasonal buying patterns of our customers.

Results of Operations for the three and six months ended June 30, 2026 and 2025

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 our condensed consolidated unaudited interim financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Financial Statements”). The following discussion should be read in conjunction with the Quarterly Financial Statements. All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel, which are intercompany charges by the GPMP segment.

Consolidated Results

The table below shows our consolidated results for the three and six months ended June 30, 2026 and 2025, together with certain key metrics.

(in thousands)

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

2 Calculated as merchandise revenue less merchandise costs.

3 Calculated as merchandise contribution divided by merchandise revenue.

4 Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

5 Non-cash rent expense 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.

Three Months Ended June 30, 2026 versus Three Months Ended June 30, 2025

For the three months ended June 30, 2026, fuel revenue increased by $396.9 million, or 25.3%, compared to the second quarter of 2025. The increase in fuel revenue was attributable primarily to an increase in average price of fuel compared to the second quarter of 2025, partially offset by fewer gallons sold in the second quarter of 2026 compared to the second quarter of 2025 due to a challenging macroeconomic environment.

For the three months ended June 30, 2026, merchandise revenue decreased by $52.7 million, or 13.2%, compared to the second quarter of 2025, primarily due to retail stores closed or converted to dealer locations, as well as a decrease in same store merchandise revenues.

For the three months ended June 30, 2026, other revenues, net increased by $3.3 million, or 11.2%, compared to the second quarter of 2025, primarily due to the net impact of additional income from retail stores converted to dealer locations.

For the three months ended June 30, 2026, total operating expenses increased by $353.7 million compared to the second quarter of 2025. Fuel costs increased $404.9 million, or 28.6%, compared to the second quarter of 2025, which were partially offset by a decrease in merchandise costs of $38.7 million, or 14.6%, compared to the second quarter of 2025, consistent with the changes in fuel and merchandise revenues. For the three months ended June 30, 2026, site operating expenses decreased $14.0 million, or 6.9%, compared to the second quarter of 2025 primarily due to lower expenses from retail stores closed or converted to dealer locations, which were partially offset by an increase in same store expenses.

For the three months ended June 30, 2026, general and administrative expenses increased $3.0 million, or 7.3%, compared to the second quarter of 2025, primarily due to increased share-based compensation expense in the second quarter of 2026.

For the three months ended June 30, 2026 and 2025, depreciation and amortization expenses decreased $1.4 million, or 4.3%, compared to the second quarter of 2025.

For the three months ended June 30, 2026, other expenses (income), net increased $20.2 million compared to the second quarter of 2025 primarily due to a gain of approximately $20.8 million recorded in the second quarter of 2025 related to the expiration of a real estate purchase option received in 2021 in connection with our acquisition of certain ExpressStop convenience stores that was accounted for as a sale-leaseback.

For the three months ended June 30, 2026, operating income was $30.4 million compared to $56.7 million for the three months ended June 30, 2025. The decrease was primarily due to the one-time gain on the aforementioned sale-leaseback recorded in the second quarter of 2025, lower fuel contribution from comparable wholesale sites and fleet fueling locations and an increase in same store site operating expenses, offset by the net benefit of the retail stores closed or converted to dealer locations.

For the three months ended June 30, 2026, interest and other financial expenses, net decreased by $5.5 million compared to the second quarter of 2025, primarily due to lower average debt balances, primarily as a result of the use of the net proceeds from the APC IPO to repay approximately $206.7 million of the indebtedness under our Capital One Line of Credit (as defined below), a gain of $2.5 million recorded related to the repurchase of $37.9 million of Senior Notes (as defined below) in the second quarter of 2026, and lower average interest rates in the second quarter of 2026 as compared to the second quarter of 2025, which were offset by income of $0.7 million recorded in the second quarter of 2025 for fair value adjustments related to our public and private warrants which expired at the end of 2025.

For the three months ended June 30, 2026 and 2025, income tax expense was $6.9 million and $17.1 million, respectively. The increase in the effective tax rate for the three months ended June 30, 2026 was primarily due to a permanent difference recognized for the tax effects of forecasted APC dividends.

For the three months ended June 30, 2026 and 2025, net income was $9.4 million and $20.1 million, respectively.

Net income attributable to non-controlling interests represents the minority interest owned in our subsidiary, APC, by the holders of APC’s Class A common stock, for the period subsequent to the APC IPO.

For the three months ended June 30, 2026 and 2025, net income attributable to the Company was $6.1 million and $20.1 million, respectively.

For the three months ended June 30, 2026 and 2025, Adjusted EBITDA was $72.0 million and $76.9 million, respectively. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Six Months Ended June 30, 2026 versus Six Months Ended June 30, 2025

For the six months ended June 30, 2026, fuel revenue increased by $384.1 million, or 12.7%, compared to the first half of 2025. The increase in fuel revenue was primarily attributable to an increase in average price of fuel compared to the first half of 2025, partially offset by fewer gallons sold in the first half of 2026 compared to the first half of 2025, due to a challenging macroeconomic environment, as well as severe weather conditions in the first quarter of 2026 in several markets in which we operate.

For the six months ended June 30, 2026, merchandise revenue decreased by $101.8 million, or 13.5%, compared to the first half of 2025, primarily due to a decrease in merchandise revenue from retail stores closed or converted to dealer locations and severe weather conditions in the first quarter in several markets in which we operate, as well as a decrease in same store merchandise revenues.

For the six months ended June 30, 2026, other revenues, net increased by $7.6 million, or 13.3%, compared to the first half of 2025, primarily due to the net impact of additional income from retail stores converted to dealer locations.

For the six months ended June 30, 2026, total operating expenses increased by $272.5 million, or 7.2%, compared to the first half of 2025. Fuel costs increased $380.1 million, or 13.9%, compared to the first half of 2025, which were partially offset by a decrease in merchandise costs of $73.7 million, or 14.7%, compared to the first half of 2025, consistent with the changes in fuel and merchandise revenues. For the six months ended June 30, 2026, site operating expenses decreased $31.2 million, or 7.8%, compared to the first half of 2025 primarily due to lower expenses from retail stores closed or converted to dealer locations, which were partially offset by an increase in same store expenses.

For the six months ended June 30, 2026, general and administrative expenses increased $1.4 million, or 1.7%, compared to the first half of 2025, primarily due to increased share-based compensation expense in the first half of 2026, partially offset by a $2.0 million charge recorded in the first half of 2025 related to a wage and hour collective action settled in 2025, as well as a leaner administrative cost structure and tighter operating discipline.

For the six months ended June 30, 2026, depreciation and amortization expenses decreased $3.9 million, or 5.8%, compared to the first half of 2025.

For the six months ended June 30, 2026, other expenses (income), net increased by $22.0 million compared to the first half of 2025, primarily due to a gain of approximately $20.8 million recorded in the first half of 2025 related to the expiration of a real estate purchase option received in 2021 in connection with our acquisition of certain ExpressStop convenience stores that was accounted for as a sale-leaseback, as well as higher acquisitions and divestiture costs and costs associated with the APC IPO in the first quarter of 2026.

For the six months ended June 30, 2026, operating income was $40.4 million compared to $44.9 million for the six months ended June 30, 2025. The decrease was primarily due to the 2025 gain on the aforementioned sale-leaseback and an increase in same store site operating expenses partially offset by higher fuel contribution at retail same stores and fleet fueling locations and the net benefit of the retail stores that we closed or converted to dealer locations.

For the six months ended June 30, 2026, interest and other financial expenses, net decreased by $1.2 million compared to the first half of 2025, primarily related to lower average debt balances, primarily as a result of the use of the net proceeds from the APC IPO to repay approximately $206.7 million of the indebtedness under our Capital One Line of Credit, a gain of $2.5 million recorded related to the repurchase of $37.9 million of Senior Notes in the second quarter of 2026, and lower average interest rates in the first half of 2026 as compared to the first half of 2025, which were offset by income of $7.5 million recorded in the first half of 2025 for fair value adjustments related our public and private warrants which expired at the end of 2025.

For the six months ended June 30, 2026 and 2025, income tax expense was $4.4 million and $4.2 million, respectively.

For the six months ended June 30, 2026 and 2025, net income was $3.8 million and $7.4 million, respectively.

Net income attributable to non-controlling interests represents the minority interest owned in our subsidiary, APC, by the holders of APC’s Class A common stock, for the period subsequent to the APC IPO.

For the six months ended June 30, 2026 and 2025, net income (loss) attributable to the Company was $(0.5) million and $7.4 million, respectively.

For the six months ended June 30, 2026 and 2025, Adjusted EBITDA was $122.9 million and $107.8 million, respectively. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Segment Results

Retail Segment

The table below shows the results of the retail segment for the three and six months ended June 30, 2026 and 2025, together with certain key metrics for the segment.

(in thousands)

1 Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

2 Same store is a common metric used in the convenience store industry. We consider a store a same store beginning in the first quarter in which the store had a full quarter of activity in the prior year. Refer to “Use of Non-GAAP Measures” below for discussion of this measure.

3 Calculated as fuel revenue less fuel costs.

4 Calculated as fuel contribution divided by fuel gallons sold.

5 Calculated as merchandise revenue less merchandise costs.

6 Calculated as merchandise contribution divided by merchandise revenue.

Three Months Ended June 30, 2026 versus Three Months Ended June 30, 2025

Retail Revenues

For the three months ended June 30, 2026, fuel revenue increased by $118.9 million, or 15.9%, compared to the second quarter of 2025. The increase in fuel revenue was attributable to a $1.12 per gallon increase in the average retail price of fuel in the second quarter of 2026 compared to the second quarter of 2025, primarily due to market factors. This increase was partially offset by a decrease of 25.1 million gallons from retail stores closed or converted to dealer locations, as well as a decrease in same store gallons sold of 5.7%, or 12.0 million gallons, reflecting the challenging macroeconomic environment including high retail gas prices.

For the three months ended June 30, 2026, merchandise revenue decreased by $52.7 million, or 13.2%, compared to the second quarter of 2025, primarily due to a decrease in merchandise revenue of $48.7 million from retail stores closed or converted to dealer locations. Same store merchandise sales decreased $6.0 million, or 1.7%, for the second quarter of 2026 compared to the second quarter of 2025, reflecting the challenging macroeconomic and soft consumer environment. More than half of the decline in same store merchandise revenue was caused by lower revenues from cigarettes.

For the three months ended June 30, 2026, other revenues, net decreased by $1.7 million, or 11.7%, compared to the second quarter of 2025, due to a decrease in other revenues from retail stores closed or converted to dealer locations.

Retail Operating Income

For the three months ended June 30, 2026, fuel contribution decreased by $8.4 million, or 7.8%, compared to the second quarter of 2025, primarily due to a $9.3 million decrease in fuel contribution related to retail stores closed or converted to dealer locations compared to the second quarter of 2025, which was partially offset by a same store fuel contribution increase of $0.5 million, or 0.5%.

Same store fuel margin per gallon for the second quarter of 2026 increased to 48.7 cents per gallon from 45.7 cents per gallon for the second quarter of 2025, primarily as a result of significant volatility in the fuel market due to the geopolitical environment.

For the three months ended June 30, 2026, merchandise contribution decreased by $14.0 million, or 10.4%, compared to the second quarter of 2025, while merchandise margin increased to 34.7% from 33.6% in the second quarter of 2025. The decrease in merchandise contribution was primarily due to a $14.0 million decrease related to retail stores closed or converted to dealer locations. Same store merchandise contribution decreased by $0.6 million and same store merchandise margin was 34.7% and 34.3% in the second quarter of 2026 and the second quarter of 2025, respectively.

For the three months ended June 30, 2026, site operating expenses decreased by $16.6 million, or 9.4%, compared to the second quarter of 2025, primarily due to $25.8 million of reduced expenses related to retail stores closed or converted to dealer locations, partially offset by an increase in same store operating expenses of $8.3 million, or 5.6%, primarily due to higher credit card fees associated with elevated fuel prices, insurance, personnel costs and rent.

Six Months Ended June 30, 2026 versus Six Months Ended June 30, 2025

Retail Revenues

For the six months ended June 30, 2026, fuel revenue increased by $55.3 million, or 3.8%, compared to the first half of 2025. The increase in fuel revenue was attributable to a $0.65 per gallon increase in the average retail price of fuel in the first half of 2026 compared to the first half of 2025, primarily due to market factors. This increase was offset by a decrease of 50.2 million gallons from retail stores closed or converted to dealer locations, as well as a decrease in same store gallons sold of approximately 4.5%, or 18.4 million gallons, reflecting the challenging macroeconomic environment as well as severe weather conditions in the first quarter of 2026 in several markets in which we operate.

For the six months ended June 30, 2026, merchandise revenue decreased by $101.8 million, or 13.5%, compared to the first half of 2025, primarily due to a decrease in merchandise revenue of $96.7 million from retail stores closed or converted to dealer locations. In addition, same store merchandise sales decreased $7.6 million, or 1.2%, for the first half of 2026 compared to the first half of 2025 reflecting the challenging macroeconomic environment as well as severe weather conditions in the first quarter of 2026 in several markets in which we operate. Approximately 80% of the decline in same store merchandise revenue was caused by lower revenues from cigarettes.

For the six months ended June 30, 2026, other revenues, net decreased by $3.6 million, or 12.2%, compared to the first half of 2025, primarily due to a decrease in other revenues from retail stores closed or converted to dealer locations.

Retail Operating Income

For the six months ended June 30, 2026, fuel contribution decreased $0.4 million, or 0.2%, compared to the same period in 2025. A $17.1 million decrease related to retail stores closed or converted to dealer locations compared to the first half of 2025 was offset by a same store fuel contribution increase of $15.7 million, or 9.1%. Same store fuel margin per gallon for the first half of 2026 increased to 48.4 cents per gallon from 42.3 cents per gallon for the first half of 2025, primarily as a result of significant volatility in the fuel market due to the geopolitical environment.

For the six months ended June 30, 2026, merchandise contribution decreased $28.0 million, or 11.1%, compared to the same period in 2025, while merchandise margin increased to 34.3% compared to 33.4% in the prior period. The decrease in merchandise contribution was primarily due to a $27.7 million decrease related to retail stores closed or converted to dealer locations. Same store merchandise contribution decreased by $1.2 million and same store merchandise margin was 34.3% and 34.1% in the first half of 2026 and the first half of 2025, respectively.

For the six months ended June 30, 2026, site operating expenses decreased $38.0 million, or 10.7%, compared to the six months ended June 30, 2025, primarily due $52.5 million of reduced expenses related to retail stores closed or converted to dealer locations, which were partially offset by an increase in same store operating expenses of $13.0 million, or 4.4%, related to higher credit card fees associated with elevated fuel prices, personnel costs, insurance, utilities and rent.

Wholesale Segment

The table below shows the results of the wholesale segment for the three and six months ended June 30, 2026 and 2025, together with certain key metrics for the segment.

(in thousands)

1 Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

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

Note: Information disclosed on a “comparable wholesale sites” basis excludes wholesale sites added through retail stores converted to dealer locations until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure.

Three Months Ended June 30, 2026 versus Three Months Ended June 30, 2025

Wholesale Revenues

For the three months ended June 30, 2026, fuel revenue increased by $221.6 million, or 31.8%, compared to the second quarter of 2025, primarily due to an increase in the average price of fuel in the second quarter of 2026 compared to the second quarter of 2025, partially offset by a 11.7 million, or 4.6%, decrease in gallons sold. Of total gallons sold, the retail stores converted to dealer locations contributed 17.1 million incremental gallons, which were fully offset by lower volumes at comparable wholesale sites, reflecting the challenging macroeconomic environment.

For the three months ended June 30, 2026, other revenues, net increased by $4.5 million, or 35.9%, compared to the second quarter of 2025, primarily due to additional rental income from the retail stores converted to dealer locations.

Wholesale Operating Income

For the three months ended June 30, 2026, wholesale operating income increased by $1.6 million compared to the second quarter of 2025 as a result of additional operating income from retail stores converted to dealer locations, which was partially offset by reduced operating income at comparable wholesale sites. An increase in other revenues, net, combined with an increase in fuel contribution of $0.9 million was partially offset by an increase in site operating expenses of $4.2 million in the second quarter of 2026 compared to the second quarter of 2025. These increases were primarily due to the retail stores we converted to dealer locations.

At fuel supply locations, fuel contribution increased by $2.0 million for the second quarter of 2026 compared to the second quarter of 2025, due to incremental contribution from the retail stores converted to dealer locations. At fuel supply locations, fuel margin per gallon increased, primarily due to increased prompt pay discounts related to higher fuel costs.

At consignment agent locations, fuel contribution decreased $1.1 million for the second quarter of 2026 compared to the second quarter of 2025, due to reduced fuel contribution at comparable wholesale sites which was partially offset by $0.5 million of incremental contribution from the retail stores converted to dealer locations. At consignment agent locations, fuel margin per gallon decreased, primarily due to margin compression during the second quarter of 2026, as market prices declined more quickly than our weighted average inventory cost.

Six Months Ended June 30, 2026 versus Six Months Ended June 30, 2025

Wholesale Revenues

For the six months ended June 30, 2026, fuel revenue increased by $265.4 million, or 20.0%, compared to the first half of 2025, primarily due to an increase in the average price of fuel in the first half of 2026 compared to the first half of 2025, partially offset by a 5.3 million, or 1.1%, decrease in gallons sold. Of total gallons sold, the retail stores converted to dealer locations contributed 35.9 million incremental gallons, which were fully offset by lower volumes at comparable wholesale sites, reflecting the challenging macroeconomic environment, as well as severe weather conditions in the first quarter of 2026 in several markets in which we operate.

For the six months ended June 30, 2026, other revenues, net increased by $10.7 million, or 46.7%, compared to the first half of 2025, primarily due to additional rental income from the retail stores converted to dealer locations.

Wholesale Operating Income

For the six months ended June 30, 2026, wholesale operating income increased by $6.0 million compared to the first half of 2025 as a result of additional operating income from retail stores converted to dealer locations which were partially offset by reduced operating income at comparable wholesale sites. An increase in other revenues, net, combined with an increase in fuel contribution of approximately $3.8 million was partially offset by an increase in site operating expenses of $9.3 million in the first half of 2026 compared to the first half of 2025. These increases were primarily due to retail stores converted to dealer locations.

At fuel supply locations, fuel contribution increased by $3.2 million for the first half of 2026 compared to the first half of 2025 due to $3.5 million of incremental contribution from the retail stores converted to dealer locations, which was partially offset by lower volumes at comparable wholesale sites. Fuel margin per gallon increased, primarily as a result of significant volatility in the fuel markets due to the geopolitical environment and increased prompt pay discounts related to higher fuel costs.

At consignment agent locations, fuel contribution increased by $0.5 million for the first half of 2026 compared to the first half of 2025 due to incremental contribution of $1.0 million from retail stores converted to dealer locations, which was partially offset by lower volumes at comparable wholesale sites. Fuel margin per gallon increased primarily as a result of significant volatility in the fuel and consumer markets due to the geopolitical environment and increased prompt pay discounts related to higher fuel costs net of margin compression during the second quarter of 2026, as market prices declined more quickly than our weighted average inventory cost.

Fleet Fueling Segment

The table below shows the results of the fleet fueling segment for the three and six months ended June 30, 2026 and 2025, together with certain key metrics for the segment.

(in thousands)

1 Excludes the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

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

Three Months Ended June 30, 2026 versus Three Months Ended June 30, 2025

Fleet Fueling Revenues

For the three months ended June 30, 2026, fuel revenue increased by $57.2 million, or 48.4%, compared to the second quarter of 2025. The increase in fuel revenue was primarily due to an increase in the average price of fuel in the second quarter of 2026 compared to the second quarter of 2025, as well as a 0.3% increase in gallons sold.

For the three months ended June 30, 2026, other revenues, net increased by $0.7 million compared to the second quarter of 2025.

Fleet Fueling Operating Income

For the three months ended June 30, 2026, fuel contribution decreased by $0.7 million compared to the second quarter of 2025. At proprietary cardlocks, fuel contribution decreased by $0.3 million, and fuel margin per gallon also decreased for the second quarter of 2026 compared to the second quarter of 2025, and at third-party cardlock locations, fuel contribution decreased $0.4 million, and fuel margin per gallon decreased for the second quarter of 2026 compared to the second quarter of 2025. These decreases were primarily due to higher than average fuel margins in the prior year, as well as margin compression during the second quarter of 2026, as indexed prices declined more quickly than our weighted average inventory cost.

For the three months ended June 30, 2026, site operating expenses decreased by $0.2 million compared to the three months ended June 30, 2025.

Six Months Ended June 30, 2026 versus Six Months Ended June 30, 2025

Fleet Fueling Revenues

For the six months ended June 30, 2026, fuel revenue increased by $66.1 million, or 28.0%, compared to the first half of 2025. The increase in fuel revenue was primarily due to an increase in the average price of fuel in the first half of 2026 compared to the first half of 2025, which was partially offset by a 1.4% decrease in gallons sold.

For the six months ended June 30, 2026 other revenues, net increased by $0.8 million compared to the first half of 2025.

Fleet Fueling Operating Income

For the six months ended June 30, 2026, fuel contribution increased by $0.7 million compared to the first half of 2025. At proprietary cardlocks, fuel contribution increased by $0.9 million, and fuel margin per gallon also increased for the first half of 2026 compared to the first half of 2025, while at third-party cardlock locations, fuel contribution decreased $0.2 million, and fuel margin per gallon also decreased for the first half of 2026 compared to the first half of 2025. These changes were primarily as a result of significant volatility in the fuel market due to the geopolitical environment.

For the six months ended June 30, 2026, site operating expenses increased by $0.4 million compared to the six months ended June 30, 2025.

GPMP Segment

The table below shows the results of the GPMP segment for the three and six months ended June 30, 2026 and 2025, together with certain key metrics for the segment.

(in thousands)

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

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

Three Months Ended June 30, 2026 versus Three Months Ended June 30, 2025

GPMP Revenues

For the three months ended June 30, 2026, fuel revenue increased by $500.2 million, or 39.8%, compared to the second quarter of 2025. The increase in fuel revenue was primarily attributable to an increase in the average price of fuel compared to the second quarter of 2025, which was partially offset by a decrease in gallons sold. The increase in gallons sold as a result of gallons in the fleet fueling segment which transitioned to a fixed margin beginning February 1, 2026 was fully offset by fewer gallons sold to the retail same stores and to comparable wholesale sites.

For the three months ended June 30, 2026 and 2025, other revenues, net were similar. The inter-segment fixed fee charged to sites in the fleet fueling segment that prior to February 1, 2026 were not supplied by the GPMP segment was transitioned to a fixed margin and reflected in fuel revenue – inter-segment beginning February 1, 2026. As a result, other revenues, net – inter-segment decreased in the second quarter of 2026 compared to the second quarter of 2025.

GPMP Operating Income

For the three months ended June 30, 2026, fuel contribution increased by $4.5 million compared to the second quarter of 2025, primarily due to an increase in the fixed margin from 5.0 cents per gallon sold for the second quarter of 2025 to 6.0 cents per gallon sold for the second quarter of 2026, as well as the transition of sites in the fleet fueling segment to a fixed margin from a fixed fee beginning February 1, 2026, partially offset by fewer gallons sold to the retail same stores and to comparable wholesale sites.

For the three months ended June 30, 2026, general and administrative expenses decreased by $0.3 million compared to the second quarter of 2025, and depreciation and amortization expenses remained consistent with the second quarter of 2025.

Six Months Ended June 30, 2026 versus Six Months Ended June 30, 2025

GPMP Revenues

For the six months ended June 30, 2026, fuel revenue increased by $570.2 million, or 23.5%, compared to the first half of 2025. The increase in fuel revenue was attributable to an increase in the average price of fuel compared to the first half of 2025 and greater gallons sold in the six months ended June 30, 2026 as a result of gallons in the fleet fueling segment, which transitioned to a fixed margin beginning February 1, 2026, partially offset by fewer gallons sold to the retail same stores and to comparable wholesale sites.

For the six months ended June 30, 2026 and 2025, other revenues, net, were similar. The inter-segment fixed fee charged to sites in the fleet fueling segment that prior to February 1, 2026 were not supplied by the GPMP segment was transitioned to a fixed margin and reflected in fuel revenue – inter-segment beginning February 1, 2026. As a result, other revenues, net – inter-segment decreased in the first half of 2026 compared to the first half of 2025.

GPMP Operating Income

Fuel contribution increased by $9.1 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to an increase in the fixed margin from 5.0 cents per gallon sold for the first half of 2025 to 6.0 cents per gallon sold for the first half of 2026, as well as the transition of sites in the fleet fueling segment to a fixed margin from a fixed fee beginning February 1, 2026, partially offset by fewer gallons sold to the retail same stores and to comparable wholesale sites.

For the six months ended June 30, 2026, general and administrative expenses decreased by $0.6 million compared to the first half of 2025, and depreciation and amortization expenses remained consistent with the first half of 2025.

Use of Non-GAAP Measures

We disclose certain measures on a “same store basis,” which is a non-GAAP measure. Information disclosed on a “same store basis” excludes the results of any store that is not a “same store” for the applicable period. A store is considered a same store beginning in the first quarter in which the store had a full quarter of 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 this measure nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

We disclose certain measures on a “comparable wholesale sites” basis, which is a non-GAAP measure. Information disclosed on a “comparable wholesale sites” basis excludes wholesale sites added through retail stores converted to dealer locations until the first quarter in which these sites had a full quarter of wholesale 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.

We define EBITDA as net income including net income attributable to non-controlling interests 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 and divestiture costs, share-based compensation expense, other non-cash items, certain litigation expenses and other unusual or non-recurring charges. 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.

EBITDA and Adjusted EBITDA should not be considered as alternatives to any financial measure presented in accordance with GAAP, including net income. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as substitutes 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, same store measures, comparable wholesale sites, EBITDA and 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.

The following table contains a reconciliation of net income to EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025.

(in thousands)

(a) Eliminates costs incurred that are directly attributable to business acquisitions and divestitures (including conversion of retail stores to dealer locations) and salaries of employees whose primary job function is to execute our acquisition and divestiture strategy and facilitate integration of acquired operations.

(b) Eliminates one-time costs incurred related to the APC IPO, which closed on February 13, 2026.

(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. Also includes a $20.8 million gain recorded in the second quarter of 2025 related to the expiration of a real estate purchase option received in 2021 that was accounted for as a sale-leaseback.

(d) Eliminates non-cash share-based compensation expense related to the equity incentive program in place to incentivize, retain, and motivate our employees and members of our Board.

(e) Eliminates our share of income attributable to our unconsolidated equity investment.

(f) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the 2020 Empire acquisition.

(g) Eliminates non-recurring expenses accrued in net income related to a wage and hour collective action settlement described in Note 14 to the Annual Financial Statements.

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

(i) Non-cash rent expense 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.

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), and servicing debt. 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 June 30, 2026, approximately 39.0% of our debt bore interest at variable rates, compared to 50% as of December 31, 2025, which reduced our interest rate risk. We may require that we use more of our cash flow for the payment of interest if prevailing interest rates increase or we incur additional indebtedness under our variable rate facilities or otherwise. See also “Quantitative and Qualitative Disclosures about Market Risk—Interest Rate Risk.”

As of June 30, 2026, we were in a strong liquidity position of approximately $1.0 billion, consisting of approximately $246 million of cash and cash equivalents and approximately $786 million of availability under our lines of credit available for certain purposes. This liquidity position currently provides us with adequate funding to satisfy our contractual and other obligations from our existing cash balances. As of June 30, 2026, we had no outstanding borrowings under our aggregate $140.0 million lines of credit with PNC, $29.6 million of unused availability under the M&T equipment line of credit, described below, and $625.4 million of unused availability under our $800 million Capital One Line of Credit, 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. Our liquidity position increased significantly following the closing of the APC IPO and the use of the proceeds to repay approximately $206.7 million of the indebtedness under our Capital One Line of Credit. In July 2026, we drew an additional $4.0 million on the Capital One Line of Credit to purchase real estate at certain dealer locations, and in August 2026, the GPM Line of Credit (as defined below) increased, bringing the principal amount available under the lines of credit with PNC to an aggregate $214.0 million.

The Board declared, and the Company paid, dividends of $0.03 per share of common stock on each of March 20, 2026 and May 29, 2026, totaling $6.7 million. Additionally, the Board declared a quarterly dividend of $0.03 per share of common stock, to be paid on August 31, 2026 to stockholders of record as of August 20, 2026. The amount and timing of dividends payable on our common stock are within the sole discretion of our Board, which will evaluate dividend payments within the context of our overall capital allocation strategy on an ongoing basis, giving consideration to our current and forecast earnings, financial condition, cash requirements and other factors. There can be no assurance that we will continue to pay such dividends or the amounts of such dividends.

To date, we have funded capital expenditures primarily through funds generated from operations, funds received from vendors, sale-leaseback transactions, the issuance of debt and existing cash. Future capital required to finance operations, acquisitions, remodel and update stores, and add NTI retail stores and fleet fueling locations is expected to come from cash on hand, cash generated by operations, availability under our lines of credit, and additional long-term debt and equipment leases, as circumstances may dictate. In the short- to medium-term, we currently expect that our capital spending program will be primarily focused on remodeling and updating stores, including as part of our Transformation Plan, adding NTI retail stores and fleet fueling locations, strategic acquisitions and maintaining our properties and equipment. In the medium- to long-term, we currently expect that our capital spending program will align with our Transformation Plan. We do not expect such capital needs to adversely affect liquidity.

Cash Flows for the Six Months Ended June 30, 2026 and 2025

Net cash provided by (used in) operating activities, investing activities and financing activities for the six months ended June 30, 2026 and 2025 was as follows:

(in thousands)

42

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 six months ended June 30, 2026, cash flows provided by operating activities were $60.9 million compared to $98.6 million for the six months ended June 30, 2025. The decrease was primarily the result of higher fuel prices which increased the cost of inventory and other working capital requirements and changes in working capital as a result of the day of the week on which the second quarter ended, which were partially offset by an increase in Adjusted EBITDA and approximately $6.9 million of lower net interest payments.

Investing Activities

Cash flows used in investing activities primarily reflect capital expenditures for acquisitions, growth and replacing and maintaining existing facilities and equipment used in the business.

For the six months ended June 30, 2026, cash used in investing activities decreased by $12.8 million compared to the six months ended June 30, 2025. For the six months ended June 30, 2026, we used $63.6 million for capital expenditures, including the purchase of fee properties, investments in NTI retail stores and new fleet fueling locations and remodeling of new format stores, EV chargers, upgrades to fuel dispensers and other investments in our stores.

Financing Activities

Cash flows from financing activities primarily consist of increases and decreases in the principal amount of lines of credit and other indebtedness, and the issuance of common stock, net of dividends paid and common stock repurchases.

For the six months ended June 30, 2026, financing activities consisted primarily of proceeds of $206.8 million, net of underwriting discounts, commissions and costs, from the APC IPO, net repayments of $210.6 million for long-term debt including the use of proceeds from the APC IPO to repay approximately $206.7 million of the indebtedness under our Capital One Line of Credit, repurchases of $37.9 million aggregate principal amount of Senior Notes for approximately $35.1 million excluding accrued interest, repayments of $10.0 million for financing leases, $6.7 million for dividend payments on common stock, $3.3 million for APC’s dividend payments to non-controlling interests, $2.9 million for dividend payments on the Series A redeemable preferred stock and $4.5 million for common stock repurchases primarily related to vesting of restricted stock.

Credit Facilities and Senior Notes

Senior Notes

In October 2021, the Company issued $450 million aggregate principal amount of its 5.125% Senior Notes due 2029 (the “Senior Notes”), of which $412 million aggregate principal was outstanding as of June 30, 2026, as the Company repurchased a principal amount of $37.9 million of Senior Notes for approximately $35.1 million during the three months ended June 30, 2026. The Senior Notes are guaranteed, on an unsecured senior basis, by certain of the Company’s domestic subsidiaries (the “Guarantors”). The indenture governing the Senior Notes contains customary restrictive covenants that, among other things, generally limit the ability of the Company and substantially all of its subsidiaries to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on subordinated debt, (iii) place limitations on distributions from certain subsidiaries, (iv) issue or sell the capital stock of certain subsidiaries, (v) sell assets, (vi) enter into transactions with affiliates, (vii) effect mergers and (viii) incur indebtedness. The Senior Notes and the guarantees rank equally in right of payment with all of the Company’s and the Guarantors’ respective existing and future senior unsubordinated indebtedness and are effectively subordinated to all of the Company’s and the Guarantors’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and are structurally subordinated to any existing and future obligations of subsidiaries of the Company that are not Guarantors.

Financing Agreement with PNC Bank, National Association (“PNC”)

GPM and certain subsidiaries have financing arrangements (the “PNC Credit Agreements”) with PNC to provide lines of credit with an aggregate principal amount of up to $140 million for purposes of financing working capital.

In connection with the consummation of the APC IPO, we separated our original line of credit into two distinct, but substantially identical, credit facilities. We amended and restated our original single facility to, among other things, remove APC’s subsidiaries as co-borrowers and reduce the principal amount available thereunder from $140 million to up to $56 million (the “GPM Line of

Credit”). On August 4, 2026, the GPM Line of Credit was amended to increase the principal amount available thereunder from $56 million to $130 million, bringing the principal amount available under the lines of credit with PNC to an aggregate $214.0 million.

Concurrently with the APC IPO, APC and certain of APC’s subsidiaries entered into a separate amended and restated credit agreement with PNC providing for an aggregate principal amount available thereunder of up to $84 million (the “APC Line of Credit”). In connection with the amendment, the maturity date for the PNC Credit Agreements was extended from December 22, 2027 to the earliest of: (i) February 13, 2031, (ii) the date that is six months prior to the maturity date of the Senior Notes or any permitted refinancing thereof, subject to certain conditions, and (iii) the date that is six months prior to the maturity date of the Capital One Line of Credit.

Both the GPM and APC Lines of Credit bear interest, as elected by the applicable borrower at: (a) SOFR Adjusted plus Term SOFR (as defined in the PNC Credit Agreements) plus a margin of 1.25% to 1.75% or (b) a rate per annum equal to the alternate base rate (as defined in the PNC Credit Agreements) plus a margin of 0% to 0.50%. Every quarter, the SOFR margin rate and the alternate base rate margin rate are updated based on the quarterly average undrawn availability of the applicable line of credit. The calculation of the availability under the both the GPM and APC Lines of Credit is determined monthly subject to terms and limitations as set forth in the PNC Credit Agreements, taking into account the balances of receivables, inventory and letters of credit, among other things. As of June 30, 2026, an aggregate of $9.0 million of letters of credit was outstanding under the PNC Credit Agreements.

Financing Agreements with M&T Bank

GPM had a financing arrangement with M&T Bank (the “M&T Credit Agreement”) that provides a line of credit for up to $45.0 million to purchase equipment, which may be borrowed in tranches, as well as real estate loans (the “M&T Term Loans”).

Each additional equipment loan tranche will have a term of up to five years after the date of the applicable tranche’s issuance, payable in equal monthly payments of principal plus interest of, at GPM’s discretion, 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 bear interest at SOFR plus 2.25%, and, prior to the refinancing referenced below, matured in June 2026, November 2028 or May 2030 (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 consummation of the APC IPO, the M&T Credit Agreement was amended to remove APC’s subsidiaries as borrowers or guarantors thereunder, and APC’s assets that previously served as collateral under the M&T Credit Agreement were released from M&T’s security interest.

In addition, on February 11, 2026, GPM refinanced and consolidated its M&T Term Loans and certain of its borrowing under the equipment line of credit into a term loan with an aggregate principal balance of $73.0 million and a maturity date of February 10, 2031, and $8.3 million aggregate amount borrowed under the equipment line of credit. The equipment line of credit was extended to purchase equipment on or before February 2031. As of June 30, 2026, $71.4 million of the M&T Term Loans was outstanding, $15.4 million of the equipment line of credit was outstanding and $29.6 million remained available under the equipment line of credit.

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 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.

On January 13, 2026, GPMP entered into an amendment to the Capital One Line of Credit, and during the first quarter of 2026, $206.7 million of the net proceeds from the APC IPO were used to repay the indebtedness under the Capital One Line of Credit. Additionally, GPMP entered into certain pledge and security agreements whereby the Capital One Line of Credit is secured by GPM Empire LLC’s interest in, and proceeds from, APC’s agreements with the Company and APC’s fuel supply agreements with certain of its fuel supply partners and a pledge of APC’s equity interests in GPMP.

The Capital One Line of Credit matures on May 5, 2028. As of June 30, 2026, $174.1 million was drawn on the Capital One Line of Credit, an aggregate of $0.5 million of letters of credit was outstanding under the Capital One Line of Credit and $625.4 million was available thereunder.

Additionally, the Capital One Line of Credit limits GPMP’s ability to pay dividends to APC 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.

Critical Accounting Estimates

For the three months ended June 30, 2026, there were no material changes to our critical accounting estimates described in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 that have had a material impact on our condensed consolidated financial statements and related notes.

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 consumers and dealers. 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. A significant percentage of our sales are made with the use of credit cards. Because the interchange fees we pay when credit cards are used to make purchases are based on transaction amounts, higher fuel prices at the pump and higher gallon movements result in higher credit card expenses. These additional fees increase operating expenses. 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.

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. The Senior Notes bear a fixed interest rate, therefore, an increase or decrease in prevailing interest rates has no impact on our debt service for the Senior Notes. As of June 30, 2026, the interest rate on our Capital One Line of Credit was 6.0%, and the interest rate on our M&T Term Loans and M&T equipment loans was 5.8%. As of June 30, 2025, the interest rate on our Capital One Line of Credit was 7.4%, the interest rate on our M&T Term Loans and on the variable portion of our M&T equipment loans (approximately $12.6 million of the total loan) was 6.6%. As of June 30, 2026, approximately 39.0% of our debt bore interest at variable rates. Based on the outstanding balances as of June 30, 2026, if our applicable interest rates each increase by 1%, then our debt service on an annual basis would increase by approximately $2.6 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.

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on management’s evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.

Changes to the Company’s Internal Control Over Financial Reporting

There were no changes to the Company’s internal control over financial reporting that occurred during the calendar quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the reporting period covered by this Quarterly Report on Form 10-Q, there have been no material changes to our risk factors as set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.