ARKO Corp. Reports Second Quarter 2025 Results

RICHMOND, Va., Aug. 06, 2025 (GLOBE NEWSWIRE) -- ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), a Fortune 500 company and one of the largest convenience store operators in the United States, today announced financial results for the second quarter ended June 30, 2025. Second Quarter 2025 Key Highlights (vs. Year-Ago Quarter) 1,2 Net income for the quarter was $20.1 million compared to $14.1 million.Adjusted EBITDA for the quarter was $76.9 million compared to $80.1 million.Merchandise margin for the quarter increased to 33.6% compared to 32.8%.Retail fuel margin for the quarter was 44.9 cents per gallon compared to 41.6 cents per gallon. Other Key Highlights As part of the Company’s ongoing transformation plan, the Company converted 70 retail stores to dealer sites during the three months ended June 30, 2025. Since the beginning of the retail store conversion initiative in the middle of 2024, the Company has converted a total of 282 sites and plans to convert a meaningful number of additional stores throughout 2025 and into 2026. The Company continues to expect that, at scale, its channel optimization will yield a cumulative annualized operating income benefit in excess of $20 million, excluding G&A savings. In addition, the Company has identified more than $10 million in expected annual structural G&A savings as it fully scales this program.The Company advanced its pilot program of new format stores, which aims to elevate the customer experience by modernizing store layouts, broadening and refining merchandise offerings, and introducing an improved food-forward focus. The first new format store opened in June 2025 and another opened in early August 2025.In July 2025, the Company opened a new location in Kinston, North Carolina. The Company continues to advance its NTI (new-to-industry) store pipeline and has begun working on three more NTI stores, out of which two are targeted to open in the second half of 2025.The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on August 29, 2025 to stockholders of record as of August 18, 2025. 1 See Use of Non-GAAP Measures below.2 All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the estimated fixed margin or fixed fee paid to the Company’s wholesale fuel distribution subsidiary, GPM Petroleum LP (“GPMP”), for the cost of fuel (intercompany charges by GPMP). “In the second quarter, we delivered solid results while navigating continued macroeconomic headwinds and shifting consumer spending,” said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO. “Adjusted EBITDA exceeded the midpoint of our guidance, and we expanded merchandise margin year-over-year—demonstrating our ability to execute with discipline even as inflation and elevated household debt weighed on discretionary spending. We made important progress across several key initiatives, including continued growth in higher-margin categories like OTP, increased engagement from loyalty-driven promotions, and opening our first new format store where early results are exceeding expectations. We believe that these wins demonstrate that our strategy is working and building traction where it matters most—at the store level and with our customers.” Mr. Kotler continued: “We repurchased 2.2 million shares of our common stock during the quarter, reflecting our belief in the long-term value of the business and our commitment to disciplined capital allocation. As we look ahead, we’re focused on operating with greater discipline, elevating the customer experience, and advancing the key elements of our transformation strategy to deliver sustainable value creation for our shareholders.” Second Quarter 2025 Segment HighlightsRetail For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, 2025 2024 2025 2024 (in thousands) Fuel gallons sold 240,302 283,481 465,365 538,945 Same store fuel gallons sold decrease (%) 1 (6.5%) (6.6%) (6.4%) (6.6%)Fuel contribution 2$107,872 $117,981 $193,145 $210,914 Fuel margin, cents per gallon 3 44.9 41.6 41.5 39.1 Same store fuel contribution 1,2$104,214 $105,054 $187,241 $191,329 Same store merchandise sales decrease (%) 1 (4.2%) (5.1%) (5.5%) (4.6%)Same store merchandise sales excluding cigarettes decrease (%) 1 (3.0%) (4.0%) (4.1%) (3.5%)Merchandise revenue$400,126 $474,248 $754,611 $888,903 Merchandise contribution 4$134,485 $155,759 $252,055 $290,677 Merchandise margin 5 33.6% 32.8% 33.4% 32.7%Same store merchandise contribution 1,4$129,417 $133,097 $243,463 $253,763 Same store site operating expenses 1$167,107 $168,457 $337,101 $340,782 1 Same store is a common metric used in the convenience store industry. The Company considers 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. 2 Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel. 3 Calculated as fuel contribution divided by fuel gallons sold. 4 Calculated as merchandise revenue less merchandise costs. 5 Calculated as merchandise contribution divided by merchandise revenue. Merchandise contribution for the second quarter of 2025 decreased $21.3 million, or 13.7%, compared to the second quarter of 2024, while merchandise margin increased to 33.6% for the second quarter of 2025 compared to 32.8% for the prior year period. The decrease in merchandise contribution was due to a $18.0 million decrease related to retail stores that were closed or converted to dealers in the trailing 12 month period and a $3.7 million decrease in same store merchandise contribution, primarily caused by a decline in customer transactions reflecting the challenging macroeconomic environment. Fuel contribution for the second quarter of 2025 decreased $10.1 million, or 8.6%, compared to the second quarter of 2024, primarily due to a $9.4 million decrease in retail fuel contribution related to retail stores that were closed or converted to dealers in the trailing 12 month period and a same store fuel contribution decrease of $0.8 million attributable to gallon demand declines, reflecting the challenging macroeconomic environment. Fuel margin of 44.9 cents per gallon increased 3.3 cents per gallon compared to the second quarter of 2024. Wholesale For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, 2025 2024 2025 2024 (in thousands) 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 contribution 1 – fuel supply locations$13,484 $12,287 $24,937 $23,849 Fuel contribution 1 – consignment agent locations$11,905 $11,699 $20,499 $20,867 Fuel margin, cents per gallon 2 – fuel supply locations 6.3 6.0 6.2 6.1 Fuel margin, cents per gallon 2 – consignment agent locations 30.6 29.7 27.2 27.2 1 Calculated as fuel revenue less fuel costs; excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel. 2 Calculated as fuel contribution divided by fuel gallons sold. Note: Comparable wholesale sites exclude retail stores converted to dealers, until the first quarter in which these sites had a full quarter of wholesale activity in the prior year. For the second quarter of 2025, wholesale operating income increased $2.0 million compared to the second quarter of 2024. Additional operating income from retail sites converted to dealers in the trailing 12 month period more than offset reduced operating income at comparable wholesale sites. Fuel contribution was $25.4 million for the second quarter of 2025 compared to $24.0 million for the second quarter of 2024. Fuel contribution for the second quarter of 2025 at fuel supply locations increased by $1.2 million, and fuel contribution at consignment agent locations increased by $0.2 million, as compared to the prior year period, with fuel margin increases of 0.3 cents per gallon and 0.9 cents per gallon, respectively, due principally to incremental contribution from retail stores converted to dealers. For the second quarter of 2025, other revenues, net increased by approximately $5.7 million, and site operating expenses increased by $5.1 million in each case as compared to the second quarter of 2024, resulting primarily from retail stores that the Company converted to dealers in the trailing 12 month period. Fleet Fueling For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, 2025 2024 2025 2024 (in thousands) 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 contribution 1 – proprietary cardlock locations$17,070 $17,529 $31,776 $31,198 Fuel contribution 1 – third-party cardlock locations$698 $331 $1,294 $578 Fuel margin, cents per gallon 2 – proprietary cardlock locations 51.7 49.1 49.0 45.1 Fuel margin, cents per gallon 2 – third-party cardlock locations 21.2 10.1 20.0 8.9 1 Calculated as fuel revenue less fuel costs; excludes the estimated fixed fee paid to GPMP for the cost of fuel. 2 Calculated as fuel contribution divided by fuel gallons sold. Fuel contribution for the second quarter of 2025 decreased by $0.1 million compared to the second quarter of 2024. At proprietary cardlocks, fuel contribution decreased by $0.5 million, while fuel margin per gallon increased for the second quarter of 2025 compared to the second quarter of 2024 primarily due to favorable diesel margins. At third-party cardlock locations, fuel contribution increased by $0.4 million, and fuel margin per gallon also increased for the second quarter of 2025 compared to the second quarter of 2024, primarily due to the closure of underperforming third-party locations. Site Operating Expenses For the three months ended June 30, 2025, convenience store operating expenses decreased $25.9 million, or 12.8%, compared to the prior year period primarily due to a decrease of $25.4 million from retail stores that were closed or converted to dealers and a decrease in same store operating expenses of $1.4 million, or 0.8%, related to lower personnel costs and credit card fees, partially offset by incremental expenses related to the SpeedyQ acquisition that closed in April 2024. Liquidity and Capital Expenditures As of June 30, 2025, the Company’s total liquidity was approximately $875 million, consisting of approximately $294 million of cash and cash equivalents and approximately $582 million of availability under the Company's lines of credit. Outstanding debt was $916 million, resulting in net debt, excluding lease related financing liabilities, of approximately $623 million. Capital expenditures were approximately $45.3 million for the quarter ended June 30, 2025, including the purchase of 22 fee properties, investments in NTI stores and remodeling of the new format stores, EV chargers, upgrades to fuel dispensers and other investments in stores. Quarterly Dividend and Share Repurchase Program The Company’s ability to return cash to its stockholders through its cash dividend program and share repurchase program is consistent with its capital allocation framework and reflects the Company’s confidence in the strength of its cash generation ability and strong financial position. The Board declared a quarterly dividend of $0.03 per share of common stock to be paid on August 29, 2025 to stockholders of record as of August 18, 2025. During the quarter, the Company repurchased approximately 2.2 million shares of common stock under its previously announced repurchase program for approximately $9.2 million, or an average price of $4.11 per share. There was approximately $11.3 million remaining under the share repurchase program as of June 30, 2025. Company-Operated Retail Store Count and Segment Update The following tables present certain information regarding changes in the retail, wholesale and fleet fueling segments for the periods presented: For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, Retail Segment2025 2024 2025 2024 Number of sites at beginning of period 1,329 1,540 1,389 1,543 Acquired sites — 21 — 21 Newly opened or reopened sites — — 2 1 Company-controlled sites converted to consignment or fuel supply locations, net (70) (2) (129) (2)Sites closed, divested or converted to rentals (5) (11) (8) (15)Number of sites at end of period 1,254 1,548 1,254 1,548 For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, Wholesale Segment 12025 2024 2025 2024 Number of sites at beginning of period 1,961 1,816 1,922 1,825 Newly opened or reopened sites 2 4 11 10 20 Consignment or fuel supply locations converted from Company-controlled or fleet fueling sites, net 70 2 129 2 Closed or divested sites (21) (35) (47) (53)Number of sites at end of period 2,014 1,794 2,014 1,794 1 Excludes bulk and spot purchasers. 2 Includes all signed fuel supply agreements irrespective of fuel distribution commencement date. For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, Fleet Fueling Segment2025 2024 2025 2024 Number of sites at beginning of period 280 296 280 298 Newly opened or reopened sites 8 — 9 — Closed or divested sites (1) (2) (2) (4)Number of sites at end of period 287 294 287 294 Full Year and Third Quarter 2025 Guidance Range The Company currently expects third quarter 2025 Adjusted EBITDA to range between $70 million and $80 million, with an assumed range of average total retail fuel margin from 42.5 to 44.5 cents per gallon. The Company is maintaining its full year 2025 Adjusted EBITDA range of $233 million to $253 million. The Company is not providing guidance on net income at this time due to the volatility of certain required inputs that are not available without unreasonable efforts, including future fair value adjustments associated with its stock price, as well as depreciation and amortization related to its capital allocation as part of its focus on accelerating organic growth. Conference Call and Webcast Details The Company will host a conference call today, August 6, 2025, to discuss these results at 5:00 p.m. Eastern Time. Investors and analysts interested in participating in the live call can dial 877-605-1792 or 201-689-8728. A simultaneous, live webcast will also be available on the Investor Relations section of the Company’s website at www.arkocorp.com/news-events/ir-calendar. The webcast will be archived for 30 days. About ARKO Corp. ARKO Corp. (Nasdaq: ARKO) is a Fortune 500 company that owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Based in Richmond, VA, our highly recognizable Family of Community Brands offers delicious, prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands. We operate in four reportable segments: retail, which includes convenience stores selling merchandise and fuel products to retail customers; wholesale, which supplies fuel to independent dealers and consignment agents; fleet fueling, which includes the operation of proprietary and third-party cardlock locations, and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites; and GPM Petroleum, which sells and supplies fuel to our retail and wholesale sites and charges a fixed fee, primarily to our fleet fueling sites. To learn more about GPM stores, visit: www.gpminvestments.com. To learn more about ARKO, visit: www.arkocorp.com. Forward-Looking Statements This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to maintain the listing of its common stock and warrants on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; the success of the Company's transformation plan, including the dealerization of retail stores; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law. Use of Non-GAAP Measure The Company discloses 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. The Company believes that this information provides greater comparability regarding its 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”). The Company defines EBITDA as net income (loss) 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, and other unusual or non-recurring charges. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures. The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance. EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as a substitute for net income (loss) or any other financial measure presented in accordance with GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of its results as reported under GAAP. The Company strongly encourages investors to review its 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, EBITDA and Adjusted EBITDA, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies. Company ContactJordan MannARKO Corp.investors@gpminvestments.com Condensed Consolidated Statements of Operations For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, 2025 2024 2025 2024 (in thousands) Revenues: Fuel revenue$1,569,542 $1,887,531 $3,016,458 $3,518,863 Merchandise revenue 400,126 474,248 754,611 888,903 Other revenues, net 29,851 26,384 57,355 52,851 Total revenues 1,999,519 2,388,163 3,828,424 4,460,617 Operating expenses: Fuel costs 1,417,646 1,726,761 2,742,702 3,229,063 Merchandise costs 265,641 318,489 502,556 598,226 Site operating expenses 202,453 223,691 402,434 442,622 General and administrative expenses 40,742 42,436 82,355 84,594 Depreciation and amortization 33,602 33,577 68,489 65,293 Total operating expenses 1,960,084 2,344,954 3,798,536 4,419,798 Other (income) expenses, net (17,255) 261 (15,038) 2,737 Operating income 56,690 42,948 44,926 38,082 Interest and other financial income 3,703 3,384 13,057 25,297 Interest and other financial expenses (23,221) (24,751) (46,426) (49,121)Income before income taxes 37,172 21,581 11,557 14,258 Income tax expense (17,100) (7,546) (4,178) (839)Income from equity investment 26 28 47 50 Net income attributable to ARKO Corp.$20,098 $14,063 $7,426 $13,469 Series A redeemable preferred stock dividends (1,433) (1,445) (2,851) (2,859)Net income attributable to common shareholders$18,665 $12,618 $4,575 $10,610 Net income per share attributable to common shareholders – basic$0.16 $0.11 $0.04 $0.09 Net income per share attributable to common shareholders – diluted$0.16 $0.11 $0.04 $0.09 Weighted average shares outstanding: Basic 114,012 115,758 114,945 116,512 Diluted 115,411 116,880 115,645 117,073 Condensed Consolidated Balance Sheets June 30, 2025 December 31, 2024 (in thousands) Assets Current assets: Cash and cash equivalents$293,675 $261,758 Restricted cash 22,812 30,650 Short-term investments 5,988 5,330 Trade receivables, net 112,345 95,832 Inventory 207,190 231,225 Other current assets 101,474 97,413 Total current assets 743,484 722,208 Non-current assets: Property and equipment, net 737,738 747,548 Right-of-use assets under operating leases 1,376,485 1,386,244 Right-of-use assets under financing leases, net 148,015 157,999 Goodwill 299,973 299,973 Intangible assets, net 171,150 182,355 Equity investment 3,055 3,009 Deferred tax asset 68,130 67,689 Other non-current assets 60,792 53,633 Total assets$3,608,822 $3,620,658 Liabilities Current liabilities: Long-term debt, current portion$39,867 $12,944 Accounts payable 189,236 190,212 Other current liabilities 163,913 159,239 Operating leases, current portion 75,224 71,580 Financing leases, current portion 12,802 11,515 Total current liabilities 481,042 445,490 Non-current liabilities: Long-term debt, net 876,539 868,055 Asset retirement obligation 88,343 87,375 Operating leases 1,402,763 1,408,293 Financing leases 201,444 211,051 Other non-current liabilities 193,856 223,528 Total liabilities 3,243,987 3,243,792 Series A redeemable preferred stock 100,000 100,000 Shareholders' equity: Common stock 12 12 Treasury stock (122,813) (106,123)Additional paid-in capital 283,675 276,681 Accumulated other comprehensive income 9,119 9,119 Retained earnings 94,842 97,177 Total shareholders' equity 264,835 276,866 Total liabilities, redeemable preferred stock and equity$3,608,822 $3,620,658 Condensed Consolidated Statements of Cash Flows For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, 2025 2024 2025 2024 (in thousands) Cash flows from operating activities: Net income$20,098 $14,063 $7,426 $13,469 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 33,602 33,577 68,489 65,293 Deferred income taxes 14,945 4,146 (441) (5,929)Loss on disposal of assets and impairment charges 2,551 721 4,079 3,385 Gain from sale-leaseback (20,777) — (20,777) - Foreign currency (gain) loss (77) 30 (61) 57 Gain from issuance of shares as payment of deferred consideration related to business acquisition — — — (2,681)Gain from settlement related to business acquisition — — — (6,356)Amortization of deferred financing costs and debt discount 694 668 1,358 1,332 Amortization of deferred income (3,775) (4,423) (8,765) (6,369)Accretion of asset retirement obligation 626 627 1,234 1,243 Non-cash rent 3,103 3,687 6,410 7,171 Charges to allowance for credit losses 325 314 542 641 Income from equity investment (26) (28) (47) (50)Share-based compensation 3,658 2,784 6,994 6,113 Fair value adjustment of financial assets and liabilities (552) (1,434) (7,611) (12,206)Other operating activities, net (232) 62 (212) 686 Changes in assets and liabilities: (Increase) decrease in trade receivables (2,624) 2,820 (17,055) (21,484)Decrease in inventory 13,460 2,584 24,035 2,772 (Increase) decrease in other assets (8,921) 748 (3,596) 5,843 (Decrease) increase in accounts payable (6,771) 5,130 (77) 26,477 (Decrease) increase in other current liabilities (1,214) (1,772) 16,156 (5,924)Decrease in asset retirement obligation (26) (65) (343) (120)Increase in non-current liabilities 7,118 12,980 20,849 16,611 Net cash provided by operating activities 55,185 77,219 98,587 89,974 Cash flows from investing activities: Purchase of property and equipment (45,347) (19,284) (72,739) (48,512)Proceeds from sale of property and equipment 1,803 48,256 2,276 50,295 Business acquisitions, net of cash — (53,458) — (54,458)Loans to equity investment, net 16 14 31 28 Net cash used in investing activities (43,528) (24,472) (70,432) (52,647)Cash flows from financing activities: Receipt of long-term debt, net 37,302 5,968 37,302 47,556 Repayment of debt (6,555) (7,214) (12,245) (13,849)Principal payments on financing leases (1,431) (1,171) (2,811) (2,306)Early settlement of deferred consideration related to business acquisition — — — (17,155)Common stock repurchased (9,209) (68) (16,591) (31,989)Dividends paid on common stock (3,415) (3,473) (6,910) (7,069)Dividends paid on redeemable preferred stock (1,433) (1,445) (2,851) (2,859)Net cash provided by (used in) financing activities 15,259 (7,403) (4,106) (27,671)Net increase in cash and cash equivalents and restricted cash 26,916 45,344 24,049 9,656 Effect of exchange rate on cash and cash equivalents and restricted cash 34 (19) 30 (38)Cash and cash equivalents and restricted cash, beginning of period 289,537 205,714 292,408 241,421 Cash and cash equivalents and restricted cash, end of period$316,487 $251,039 $316,487 $251,039 Supplemental Disclosure of Non-GAAP Financial Information Reconciliation of EBITDA and Adjusted EBITDA For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, 2025 2024 2025 2024 (in thousands) Net income $20,098 $14,063 $7,426 $13,469 Interest and other financing expenses, net 19,518 21,367 33,369 23,824 Income tax expense 17,100 7,546 4,178 839 Depreciation and amortization 33,602 33,577 68,489 65,293 EBITDA 90,318 76,553 113,462 103,425 Acquisition and divestiture costs (a) 1,132 1,510 2,282 2,190 (Gain) loss on disposal of assets and impairment charges (b) (18,226) 721 (16,698) 3,385 Share-based compensation expense (c) 3,658 2,784 6,994 6,113 Income from equity investment (d) (26) (28) (47) (50)Fuel and franchise taxes received in arrears (e) — — — (565)Adjustment to contingent consideration (f) (209) (310) (275) (292)Expenses related to wage and hour claim settlement (g) — — 2,023 — Other (h) 291 (1,160) 52 (971)Adjusted EBITDA $76,938 $80,070 $107,793 $113,235 Additional information Non-cash rent expense (i) $3,103 $3,687 $6,410 $7,171 (a) Eliminates costs incurred that are directly attributable to business acquisitions and divestitures (including conversion of retail stores to dealer sites) and salaries of employees whose primary job function is to execute the Company's acquisition and divestiture strategy and facilitate integration of acquired operations. (b) 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, including a $20.8 million gain related to the expiration of a real estate purchase option received in 2021 that was accounted for as a sale-leaseback. (c) 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 the Board. (d) Eliminates our share of income attributable to our unconsolidated equity investment. (e) Eliminates the receipt of historical fuel and franchise tax amounts for multiple prior periods. (f) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the 2020 Empire acquisition. (g) Eliminates non-recurring expenses accrued in net income related to a wage and hour collective action settlement. (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 GAAP rent expense recognized exceeded (or was less than) cash rent payments. GAAP rent expense varies depending on the terms of the Company's lease portfolio. For newer leases, rent expense recognized typically exceeds cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than cash rent payments. Supplemental Disclosures of Segment Information Retail Segment For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, 2025 2024 2025 2024 (in thousands) Revenues: Fuel revenue$748,103 $976,372 $1,438,789 $1,800,800 Merchandise revenue 400,126 474,248 754,611 888,903 Other revenues, net 14,622 16,735 29,169 33,414 Total revenues 1,162,851 1,467,355 2,222,569 2,723,117 Operating expenses: Fuel costs 1 640,231 858,391 1,245,644 1,589,886 Merchandise costs 265,641 318,489 502,556 598,226 Site operating expenses 176,609 202,550 353,848 400,567 Total operating expenses 1,082,481 1,379,430 2,102,048 2,588,679 Operating income$80,370 $87,925 $120,521 $134,438 1 Excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel. Wholesale Segment For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, 2025 2024 2025 2024 (in thousands) Revenues: Fuel revenue$696,671 $762,693 $1,326,163 $1,427,207 Other revenues, net 12,501 6,850 22,853 13,708 Total revenues 709,172 769,543 1,349,016 1,440,915 Operating expenses: Fuel costs 1 671,282 738,707 1,280,727 1,382,491 Site operating expenses 14,648 9,566 26,417 18,865 Total operating expenses 685,930 748,273 1,307,144 1,401,356 Operating income$23,242 $21,270 $41,872 $39,559 1 Excludes the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel. Fleet Fueling Segment For the Three MonthsEnded June 30, For the Six MonthsEnded June 30, 2025 2024 2025 2024 (in thousands) Revenues: Fuel revenue$118,121 $140,140 $236,527 $272,333 Other revenues, net 2,245 2,284 4,363 4,669 Total revenues 120,366 142,424 240,890 277,002 Operating expenses: Fuel costs 1 100,353 122,280 203,457 240,557 Site operating expenses 6,934 6,442 13,362 12,985 Total operating expenses 107,287 128,722 216,819 253,542 Operating income$13,079 $13,702 $24,071 $23,460 1 Excludes the estimated fixed fee paid to GPMP for the cost of fuel.

ARKO Corp. Reports Second Quarter 2025 Results

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