General |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Accounting Policies [Abstract] | |
| General | 1. General ARKO Petroleum Corp. (the “Company”) was formed in July 2025 as a Delaware corporation and an indirect wholly owned subsidiary of ARKO Corp., a Delaware corporation (“ARKO Parent”) whose common stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “ARKO.” On February 13, 2026, the Company completed its initial public offering of 11,111,111 shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”), at a price to the public of $18.00 per share. In connection with the initial public offering, the Company granted to the underwriters an option for a period of 30 days following the closing of the initial public offering to purchase up to an additional 1,666,666 shares of Class A common stock to cover over-allotments. On March 5, 2026, the underwriters exercised their option to purchase 1,459,112 shares of Class A common stock, and on March 9, 2026, the Company issued and sold such shares to the underwriters. The foregoing transactions are collectively referred to as the “IPO.” The total net proceeds from the IPO were approximately $206.8 million, after deducting $15.8 million in underwriting discounts and commissions and $3.7 million of offering costs. As of the date of this Quarterly Report on Form 10-Q, ARKO Parent owns 35,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), representing 73.6% of the economic interests in the Company and 93.3% of the combined voting power of the Class A common stock and Class B common stock. The Class A common stock is listed on Nasdaq under the symbol “APC.” The Class B common stock is not publicly listed or traded. In connection with the closing of the IPO, ARKO Parent completed a series of transactions whereby ARKO Parent (i) transferred certain real estate and equipment assets to the Company, along with assigning, leasing or subleasing the leasehold interest in certain properties, (ii) contributed all of the issued and outstanding equity interests in certain subsidiaries to the Company, and (iii) entered into, or amended, various agreements, including agreements pursuant to which the GPMP segment will continue to be the exclusive supplier of fuel to substantially all of ARKO Parent’s convenience stores that sell fuel (“ARKO Retail Sites”). Additionally, in connection with such transactions, certain of the contributed subsidiaries transferred to ARKO Parent certain real estate assets related to ARKO Parent’s retail segment and the Company entered into certain subleases, as the sublessee, and master leases, as cotenant or a sublessee, with ARKO Parent for the sites on which the Company operates. The accompanying financial statements for the periods prior to the IPO were derived primarily from the historical accounting records of ARKO Parent’s wholesale business, fleet fueling business and the supply of fuel to substantially all ARKO Retail Sites (together, the “Business”), which was contributed to the Company upon the IPO, and have been carved out of the activity of ARKO Parent and combined. The Company’s operations are primarily performed by the following wholly owned subsidiaries (and their respective subsidiaries) contributed to the Company by ARKO Parent: GPM Empire, LLC, a Delaware limited liability company formed in 2020 (“GPME”), and GPM Petroleum LP, a Delaware limited partnership formed in 2015 (“GPMP”). See Note 2 for basis of presentation details. The Company is engaged in (i) wholesale activity, which includes the supply of fuel to gas stations operated by third-party dealers, (ii) fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and the issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites, and (iii) wholesale distribution of fuel to substantially all of the ARKO Retail Sites. As of March 31, 2026, the Company’s activity included the supply of fuel to 2,126 gas stations operated by dealers, the supply of fuel to 1,056 gas stations operated by ARKO Parent, and the operation of 292 cardlock locations, in the District of Columbia and throughout more than 30 states in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States (“U.S.”). The Company has three reportable segments: wholesale, fleet fueling and GPMP. Refer to Note 9 below for further information with respect to the segments. |