v3.26.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2026
Accounting Policies [Line Items]  
Summary of Significant Accounting Policies

2.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations and should be read in conjunction with the Company’s latest audited annual financial statements.

In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2026, and December 31, 2025, and its results of operations for the three months ended March 31, 2026, and March 31, 2025, and cash flows for the three months ended March 31, 2026, and March 31, 2025.

Based on the Company’s expense sharing arrangement with Ultimate Parent (see Note 6), the funds provided under that arrangement will be sufficient to fund anticipated operating expenses for at least twelve months from the date on which the financial statements were available for issuance.

Cash

All cash was cash on hand and is carried in the financial statements at amounts which approximates its fair value.

Net Loss per Share

Basic net loss per common share is calculated by dividing net loss applicable to common stockholder by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is calculated by increasing the denominator by the weighted-average number of additional shares that could have been outstanding from securities convertible into common stock, such as stock options, unless their effect on net loss per share is antidilutive.

Income Taxes

The Company is treated as a subchapter C corporation and, therefore, is subject to both federal and state income taxes. Ultimate Parent continues to be recognized as a limited liability company, a pass-through entity for income tax purposes.

The Company has had no income tax expense due to operating losses incurred since inception. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on this, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the deferred tax assets is not determined to be more likely than not.

The Company follows the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes, which specifies how tax benefits for uncertain tax positions are to be recognized, measured, and recorded in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions. As of March 31, 2026, and December 31, 2025, the Company has not recorded tax reserves associated with any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its statements of income. As of March 31, 2026, and December 31, 2025, the Company had no reserves for uncertain tax positions.

The Company’s federal income tax returns for the years ended December 31, 2022, to December 31, 2025, remain open and are subject to examination by the Internal Revenue Service and state taxing authorities.

Accounting Pronouncements Adopted During the Current Year

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard relates to estimating credit losses under CECL for current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606, Revenue from Contracts with Customers, including those acquired in a transaction accounted for under ASC 805, Business Combinations. The standard does not apply to other types of accounts receivable and loans. The standard provides a practical expedient to assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. Entities will still be required to adjust historical data used in the estimation to reflect current conditions. If elected, the practical expedient must be applied consistently to all eligible current accounts receivable and current contract assets. The Company adopted this standard on January 1, 2026, on a prospective basis. There was no impact on the Company’s financial statements or footnote disclosures as a result of adopting the practical expedient.

Recently Issued Accounting Pronouncements - Not yet Adopted

In December 2025, the FASB issued ASU 2025-11, Interim Reporting. The standard clarifies interim disclosure requirements and requires entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. The new guidance will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and is to be adopted on a prospective basis. Early adoption is permitted and may be applied either prospectively or retrospectively. The Company is currently evaluating ASU 2025-11 to determine its impact on financial and footnote disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general, and administrative, and research and development). The amendments will require public entities or private companies that are in the process of going public to disclose specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The new standard is effective for the Company’s annual periods beginning January 1, 2027, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this standard to determine its impact on the financial statements and footnote disclosures.

BW Ultimate Parent, LLC and Subsidiaries  
Accounting Policies [Line Items]  
Summary of Significant Accounting Policies

2.

Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations and should be read in conjunction with the Company’s latest audited annual financial statements.

In the opinion of the Company, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2026, and December 31, 2025, and its results of operations for the three months ended March 31, 2026, and March 31, 2025, and cash flows for the three months ended March 31, 2026, and March 31, 2025.

Principles of consolidation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and its majority owned subsidiaries. All of the Company’s subsidiaries are wholly owned with the exception of RE Energy Company, LLC (“RE Energy”), which has a non-controlling interest with the right to receive distributions related to a patronage program of RE Energy’s fuel distributor. All intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Among the estimates made by management are (i) estimated fair value of assets and liabilities acquired in a business combination or asset acquisition and identification of goodwill and intangible assets, (ii) assumptions used to evaluate goodwill, (iii) assumptions used to evaluate property and equipment and intangible assets for impairment, (iv) assumptions used to determine the fair value of leased properties, (v) accruals and contingent liabilities, and (vi) fair value of derivatives.

Although the Company believes its estimates are reasonable, actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents are comprised of cash and investments with original maturity dates of three months or less at the time of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value.

Accounts receivable and allowance for credit losses

Below is a summary of the receivable values at March 31, 2026, and December 31, 2025, with a beginning balance at January 1, 2025, for the amount of $22,128:

  ​ ​ ​

March 31, 2026

  ​ ​ ​

December 31, 2025

Trade accounts receivable

$

31,282

$

23,707

Lottery accounts receivable

 

725

 

684

Other accounts receivable

 

344

 

294

Allowance for credit losses

 

(138)

 

(147)

Accounts receivable, net

$

32,213

$

24,538

At March 31, 2026, and December 31, 2025, all of the Company’s accounts receivable were classified as current assets and there were no non-standard payment terms.

Inventories

Inventories primarily consist of merchandise in the Company’s stores and fuel. Merchandise is stated at the lower of cost or market using the average retail method. Fuel inventories use a weighted-average cost using the first-in, first-out method for fuel. The Company also carries supply and equipment parts inventory necessary to keep store facilities and equipment in working order.

In order to assure valuation at the lower of cost or market for merchandise, the retail value of inventory is adjusted on a consistent basis to reflect current market conditions. These adjustments include increases in the retail value of inventory for initial markups to set the selling price of goods or additional markups to adjust pricing for inflation and decreases to the retail value of inventory for markdowns associated with promotional, seasonal, or other declines in the market value.

Because these adjustments are made on a consistent basis and are based on current prevailing market conditions, they approximate the carrying value of the inventory at market. Therefore, after applying the cost to retail ratio, the cost value of inventory is stated at the lower of cost or market.

Inventories consist of the following:

  ​ ​ ​

March 31, 2026

  ​ ​ ​

December 31, 2025

Fuel

$

26,612

$

21,097

Merchandise

 

61,670

 

62,074

Total inventories

$

88,282

$

83,171

Because the approximation of market under the retail inventory method is based on estimates such as markups, markdowns, and inventory losses (shrink), there exists an inherent uncertainty in the final determination of inventory cost and gross margin. In order to mitigate that uncertainty, the Company performs quarterly physical counts at all locations and has a formal review by product class which considers variables such as current market trends, seasonality, weather patterns, and age of merchandise to ensure that markdowns are taken currently, or a markdown reserve is established to cover future anticipated markdowns. This review also considers current pricing trends and inflation to ensure that markups are taken, if necessary.

The Company establishes inventory reserves to record its inventory at the lower of cost or net realizable value. A portion of the inventory reserves represent an amount for excess and slow-moving inventory on hand that is expected to be written

off or otherwise disposed of below cost at a future date. The Company’s estimate of the appropriate amount of the excess and slow-moving inventory reserve utilizes certain inputs and involves judgment. The inventory reserve was $950 at March 31, 2026, and December 31, 2025, which is included in Inventories in the accompanying unaudited Condensed Consolidated Balance Sheets.

Other current assets

The Company accounts for costs incurred for construction-in-progress under build-to-suit sale-leaseback arrangements (“BTS Arrangements”) within Other current assets in the accompanying Consolidated Balance Sheets. The costs consist primarily of payments made by the Company to purchase assets where the Landlords are the accounting owner. The costs are expected to be reimbursed by the Landlords throughout the construction period.

  ​ ​ ​

March 31, 2026

  ​ ​ ​

December 31, 2025

BTS Arrangements - construction in progress

$

15,501

$

10,352

Other

 

2,999

 

2,883

Total other current assets

$

18,500

$

13,235

Property and equipment

Property and equipment are carried at cost, less accumulated depreciation, amortization, and accretion. Depreciation, amortization, and accretion are computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements and other assets at leased locations are amortized over the shorter of the estimated useful lives of the assets or the term of the lease. Useful lives for assets are as follows:

Category

  ​ ​ ​

Range

Buildings and improvements

 

10-39 years

Equipment

 

5 years

Tanks

Lesser of lease term or 40 years

Leasehold improvements

 

Lesser of lease term or useful life

Impairment and disposal of long-lived assets

FASB ASC 360, Property, Plant and Equipment, addresses the reporting for the impairment or disposal of long-lived assets and does not apply to goodwill or intangible assets that are not being amortized and certain other long-lived assets. The Company has long-lived assets, primarily consisting of real property and improvements thereon, underground storage tanks, dispensing equipment, other personal property, and right-of-use assets. The Company evaluates intangible and tangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company monitors closed and underperforming stores for an indication that the carrying amount of assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recognized to the extent the carrying value of the assets exceeds their estimated fair value. Fair value is based on management’s estimate of the amount that could be realized from the sale of assets in a current transaction between willing parties. The estimate is derived from offers, actual sale or disposition of assets subsequent to year end, and other indicators of fair value.

In determining whether an asset is impaired, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which for the Company is generally on a store-by-store basis.

Goodwill

Goodwill represents the excess of purchase price over the fair value of net tangible and identifiable intangible assets of businesses acquired. The Company performs an annual impairment test of its goodwill unless interim indicators of impairment exist. The testing of goodwill for impairment is performed at a level referred to as a reporting unit. A reporting unit is either the “operating segment level” or one level below, which is referred to as a “component.” The level at which the impairment test is performed requires an assessment as to whether the operations below the operating segment constitute a self-sustaining business, in which case testing is generally required to be performed at this level. The Company has determined that it has one operating segment and one reporting unit. The Company’s annual impairment testing date is October 1 of each fiscal year. US GAAP permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, as a basis for determining whether it is necessary to perform the quantitative impairment test. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. At March 31, 2026, the Company assessed qualitative factors and determined it was more likely than not that the fair value of the reporting unit exceeded the carrying value.

Assets Held for Sale

The Company classifies assets and liabilities as held for sale when the below conditions are satisfied:

Management has approved and committed to a plan to sell the assets or disposal group.
The asset or disposal group is available for immediate sale in its present condition.
An active program to locate a buyer and other actions required to complete the sale have been initiated.
The sale of the asset or disposal group is probable and expected to be completed within one year.
The asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value.
It is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The assets and liabilities are classified as non-current when proceeds are expected to be used to re-pay long-term debt. The Company initially measures a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell and recognize any loss in the period in which the held for sale criteria are met. Gains are not recognized until the date of sale. The Company ceases depreciation and amortization of assets within a disposal group, upon their designation as held for sale and subsequently assesses fair value less any costs to sell at each reporting date until the asset or disposal group is no longer classified as held for sale.

Self-insurance reserves

The Company self-insures its health and dental benefits offered to its employees. To mitigate the risk of self-insured healthcare claims costs, the Company purchased stop-loss insurance that shifts the financial liability back to the insurance provider if specific claim and expense amounts are in excess of $200. The self-insurance reserve is determined actuarially at each quarter end based on claims filed and an estimate of claims incurred but not yet reported. At March 31, 2026, and December 31, 2025, self-insurance reserves of $2,111 and $3,904 respectively, are included in Accrued expenses and other current liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets. The Company recorded expenses totaling $3,235 and $2,008 related to self-insured health care claims during the three months ended March 31, 2026, and March 31, 2025, respectively, which are recorded in Selling, general, and administrative expenses in the accompanying unaudited Condensed Consolidated Statements of Income.

Self-insurance reserves were made for estimated liabilities associated with workers’ compensation and general liability. The reserve estimate is based on an actuarial evaluation of the Company’s history of claims, industry benchmark factors, and specific event analysis. At March 31, 2026, and December 31, 2025, self-insurance reserves of $5,729 and $5,550,

respectively, for workers’ compensation and general liability reserve on a discounted basis are included in Accrued expenses and other current liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets.

Revenue recognition

Point in time

The Company recognizes retail sales of fuel and merchandise at the point in time of the sale to the customer when goods or services are exchanged for legal tender as the performance obligation has been satisfied. Sales taxes collected from customers and remitted to the government are recorded on a net basis in the accompanying unaudited Condensed Consolidated Financial Statements.

The Company evaluates whether it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or a net basis. In performing this analysis, the Company considers first whether it controls the goods before they are transferred to the customers and if it has the ability to direct the use of the goods or obtain benefits from them. The Company also considers the following indicators: (1) the primary obligor, (2) the latitude in establishing prices and selecting suppliers, and (3) the inventory risk borne by the Company before and after the goods have been transferred to the customer. When the Company acts as principal, revenue is recorded on a gross basis. When the Company acts as an agent, revenue is recorded on a net basis. The Company recognizes commissions and other service fees on the sale of lottery and gaming products, at the point in time of the sale to the customer.

The following table disaggregates the Company’s revenue by major source for the three months ended March 31, 2026, and March 31, 2025:

Three months ended March 31, 

  ​ ​ ​

2026

  ​ ​ ​

2025

Fuel sales

$

464,305

$

400,177

Inside merchandise sales

 

213,677

 

195,104

Other revenues

 

5,648

 

5,037

Total revenues

$

683,630

$

600,318

Deferred revenue – loyalty program

The Company offers customer loyalty programs whereby participants can earn rewards based on their spending or other promotional activities redeemable towards certain merchandise or fuel. These programs create a performance obligation which requires us to defer a portion of sales revenue to the loyalty program participants until they redeem their awards. Earned rewards expire after an account is inactive for between one month and one year, depending on the program. The Company determines the loyalty reward obligations based on the relative standalone selling price. Liabilities for unredeemed awards are accrued until redemption or expiration and, upon redemption and expiration, recorded as an adjustment to Other revenues.

Changes in the loyalty rewards program liability are included in Accrued expenses and other current liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets were as follows:

  ​ ​ ​

March 31, 2026

Loyalty rewards liability, beginning balance

$

3,456

Revenue deferred

 

1,641

Revenue recognized

 

(1,614)

Loyalty rewards liability, ending balance

$

3,483

The Company expects all loyalty rewards outstanding as of March 31, 2026, to be recognized within one year.

Excise tax

Excise taxes of $58,973 and $54,317 on retail fuel sales are included in total revenues and cost of goods sold for the three months ended March 31, 2026, and March 31, 2025, respectively.

Cost of goods sold (exclusive of depreciation and amortization)

The Company includes all costs incurred to acquire motor fuel and merchandise, including excise taxes, the costs of purchasing, storing, and transporting inventory prior to delivery to customers as Cost of goods sold (exclusive of depreciation and amortization) in the accompanying unaudited Condensed Consolidated Statements of Income. All depreciation and amortization of Property and equipment amounts are included in Depreciation, amortization, and accretion expense in the accompanying unaudited Condensed Consolidated Statements of Income.

Fuel and merchandise vendor allowances and rebates

Fuel suppliers and merchandise vendors offer incentives and allowances in different forms. The Company accounts for these incentives and allowances under FASB ASC 705-20, Accounting for Consideration Received from Vendors.

Fuel supplier incentives and allowances may include a discount for prompt payment, temporary volume allowances, and other volume rebates. Prompt payment discounts from suppliers are based on a percentage of the purchase price of motor fuel and the dollar value of these discounts varies with motor fuel prices. These incentives and allowance are recorded as reduction to the cost of goods sold. The aggregate amounts recorded as a reduction to Cost of goods sold (exclusive of depreciation and amortization) in the accompanying unaudited Condensed Consolidated Statements of Income for fuel supplier incentives and allowances for the three months ended March 31, 2026, and March 31, 2025, were $428 and $374, respectively.

The Company receives payments for vendor allowances and volume rebates from various suppliers of convenience store merchandise. Vendor allowances for price markdowns are credited to the cost of goods sold during the period the related markdown is realized. Volume rebates of merchandise are recorded as reductions to the cost of goods sold when the merchandise qualifies for the rebate is sold. Slotting and stocking allowances received from a vendor are recorded as a reduction to the cost of goods sold over the period covered by the agreement.

The aggregate amounts recorded as a reduction to Cost of goods sold (exclusive of depreciation and amortization) in the accompanying unaudited Condensed Consolidated Statements of Income for merchandise vendor allowances and rebates for the three months ended March 31, 2026, and March 31, 2025, were $9,718 and $9,069, respectively.

Concentration of suppliers

The Company procures most of its fuel products under branded fuel supply agreements with two major oil companies. The supply agreements provide formula-based pricing and minimum volume commitments. For the three months ended March 31, 2026, and March 31, 2025, the Company’s branded fuel purchases totaled approximately 85% and 89%, respectively, and exceeded their minimum volume purchase commitments. The Company may also purchase unbranded fuel from other suppliers to supply unbranded sites. Fuel products are received at various fuel terminals throughout markets in which the Company operates and are transported to stores through common carriers. While the Company believes other fuel suppliers could supply product at similar or more favorable terms, there is a risk that an alternative supplier would not be immediately available or would not meet the current contracted pricing agreement, resulting in a material effect on the Company’s business, cost of goods sold, and results of operations.

The Company also purchased approximately 56% of general merchandise and supplies from three wholesale grocers during each of the three months ended March 31, 2026, and March 31, 2025. While the Company believes other wholesale grocers could supply general merchandise at similar or more favorable terms, there is a risk an alternative supplier would

not be immediately available or would not meet the current pricing resulting in a material effect on the Company’s business, costs of goods sold, and results of operations.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company invests a portion of its cash and cash equivalents with nonaffiliated institutions, which, at times, may exceed federally insured limits and which management believes to have strong credit ratings. The Company has not experienced any losses on its deposits of cash or cash equivalents. Federal insurance coverage was limited to $250 per depositor at each financial institution. As of March 31, 2026, and December 31, 2025, there were approximately $59,303 and $29,004, respectively, in accounts that were in excess of federally insured limits. Concentrations of credit risk with respect to accounts receivable are limited due to the credit worthiness of the Company’s credit card processors, vendors, tenants, and customers. Management regularly monitors the creditworthiness of its counterparties and believes that it has adequately provided for any exposure to expected credit losses.

Unit incentive plan

Employees of the Company are eligible to participate in the Unit Incentive Plan (the “Plan”). The Plan is designed as profit interests for plan participants (the “Plan Participants”) to share in any future appreciation of the Company after the Members receive the agreed upon distribution of $762,110, thereby aligning the interests of Plan Participants with those of the Company’s Members. The Company authorized the issuance of up to 2.5% Series P member interests (“Series P Interests”) for Plan Participants. Series P Interests are subject to vesting, repurchase rights upon cessation of employment, and other events defined within the Plan. Series P Interests vest over a 4-year period as long as the Participant has provided continuous employment, consulting, or other service to the Company, one of its Affiliates or an Affiliate through each vesting date.

Redeemable senior preferred membership interests

The Company accounts for members’ interest subject to possible redemption in accordance with the guidance in FASB ASC 480, Distinguishing Liabilities from Equity. The redeemable senior preferred membership interests are redeemable upon the occurrence of certain deemed liquidation events which are outside of the Company’s control and therefore are classified outside of permanent equity. The redeemable senior preferred membership interests are recorded net of issuance costs and discounts and are being accreted to their expected redemption amount using the effective interest method over the expected term of the instrument (effective interest rate of 17.2% as of March 31, 2026). The Company recorded accretion of $10,402 and $8,394 during the three months ended March 31, 2026, and March 31, 2025, respectively, which is considered a deemed dividend.

The redeemable senior preferred membership interests contain an embedded derivative which requires bifurcation and mark-to-market treatment each period with changes in fair value recognized in earnings in accordance with FASB ASC 815-15, Derivatives and Hedging – Embedded Derivatives.

The Company bifurcates embedded features from their host instruments and accounts for them as freestanding derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. (See also Note 9 Fair Value Measurements.)

Non-controlling interest

In the accompanying unaudited Condensed Consolidated Balance Sheets, the Company separately identifies the equity of a non-controlling partner of its subsidiary, RE Energy, which has the right to receive distributions related to a patronage program of RE Energy’s fuel distributor. Non-controlling interest is recognized as a component of equity in the accompanying unaudited Condensed Consolidated Balance Sheets and the net income attributable to the non-controlling interest is allocated in the accompanying unaudited Condensed Consolidated Statements of Income. Net income of $0 was allocated to non-controlling interest during both the three months ended March 31, 2026, and March 31, 2025.

Lease accounting

Leases are classified and reported in accordance with FASB ASC 842, Leases (“ASC 842”). The Company leases certain properties under non-cancellable leases whose base terms are typically 10 to 20 years and generally provide options that permit renewals for additional periods. The Company recognizes a right-of-use asset representing its right to use the underlying assets for the lease term and a lease liability for the obligation to make lease payments. Both the right-of-use asset and lease liability are initially measured at the present value of the lease payments using the implicit rate in the lease agreement when it is readily determinable. When the implicit rate is not readily determinable, the Company uses its incremental borrowing rate of debt over the term of the lease. The Company includes lease payments from renewal options in the measurement of its right-of-use assets and lease liabilities when the renewal options are reasonably certain of exercise. Minimum lease payments are expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably expected to be exercised. In addition to minimum lease payments, certain leases provide for fixed or indexed-based increases and may also include additional payments based on the Company’s sales volumes. The Company is typically responsible for payment of real estate taxes, maintenance expenses, and insurance related to the leased properties. All variable-based increases or additional lease expenses are expensed as incurred and not included in the Company’s recognized lease liabilities.

The Company has elected to account for each lease component and its associated non-lease components as a single component and has allocated the contract consideration across lease components only.

Additionally, for each of the Company’s real estate transactions involving the leaseback of the related property from the buyer or affiliates of the buyer, the Company determines whether these transactions qualify as sale and leaseback transactions under ASC 842. A transaction involving a sale and leaseback will be accounted for as a sale if the buyer-lessor obtains control of the asset unless the leaseback would be classified as a finance lease or unless an option for the Company to repurchase the asset would preclude accounting as a sale. The Company considers various inputs and assumptions in assessing whether transactions involving a sale and leaseback should be accounted for as a sale, including whether the buyer-lessor has the significant risks and rewards of ownership, lease renewal options, and whether a repurchase option exists. For these transactions, the Company considers various inputs and assumptions including, but not necessarily limited to, effective cost of funds, lease terms, renewal options, minimum lease payments, discount rates, economic life of the properties, the existence of a purchase option, and other rights and provisions in the purchase and sale agreement, lease, and other documentation to determine whether control has been transferred to the buyer or remains with the Company. A lease will be classified as direct financing if risks and rewards are conveyed without the transfer of control. Otherwise, the lease is treated as an operating lease.

In addition to the sale and leaseback transactions described above, the Company entered into BTS Arrangements for the construction of new stores. For BTS Arrangements, the Company may transfer land or partially constructed assets to the lessor and leaseback the underlying assets upon completion of construction. Only transactions for which the construction-in-progress asset is substantially similar to the completed asset leased back are in the scope of the sale and leaseback guidance. If the asset leased back is substantially different from that being sold, the transaction is assessed as a sale of a non-financial asset under FASB ASC 606, Revenue Recognition.

Under FASB ASC 842, BTS Arrangements require specific consideration to determine whether the Company is considered the accounting owner of the land and asset during the construction period. This determination requires the Company to evaluate whether the Company controls the land and assets being constructed, which includes having the ability to direct how and for what purpose the asset is used during the construction period, as well as bearing the majority of the risks and rewards of ownership. For these BTS Arrangements, the Company has determined the lessor has obtained control of the land during the construction period. Nonetheless, the Company remains the accounting owner of the land until lease commencement as sale treatment cannot be determined until the lease commences. Upon commencement of the lease, the Company applies the leaseback measurement guidance under ASC 842 described above.

Asset retirement obligations

The following is a roll forward of the asset retirement obligations at March 31, 2026, and December 31, 2025:

  ​ ​ ​

March 31, 2026

  ​ ​ ​

December 31, 2025

Balance at beginning of period

$

10,096

$

10,854

Accretion expense

 

160

 

635

Liabilities settled

 

 

(141)

Revisions in estimated cash flows

 

 

(178)

Liabilities incurred

 

16

 

348

Liabilities classified as held for sale

 

 

(1,422)

Balance at end of period

$

10,272

$

10,096

Segment reporting

The Company manages its business activities on a consolidated basis and operates as a single operating segment (the “Retail segment”). The Company primarily derives its revenue in the United States by operating convenience stores that offer a broad selection of merchandise, fuel, and other products and services designed to appeal to the convenience needs of the Company’s customers. The Company’s stores sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of customers. The Chief Operating Decision Maker (“CODM”) is the Chairman and Chief Executive Officer. The CODM evaluates performance using Net income, as reported in the Company’s accompanying unaudited Condensed Consolidated Statements of Income. This metric is used to make operational and strategic decisions, prepare the Company’s annual plan, and allocate resources. The measurement of segment assets is reported in the accompanying unaudited Condensed Consolidated Balance Sheets as Total assets.

Accounting Pronouncements adopted during the current year

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard relates to estimating credit losses under CECL for current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606, Revenue from Contracts with Customers, including those acquired in a transaction accounted for under ASC 805, Business Combinations. The standard does not apply to other types of accounts receivable and loans. The standard provides a practical expedient to assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. Entities will still be required to adjust historical data used in the estimation to reflect current conditions. If elected, the practical expedient must be applied consistently to all eligible current accounts receivable and current contract assets. The Company adopted this standard on January 1, 2026, on a prospective basis. There was no impact on the Company’s financial statements or footnote disclosures as a result of adopting the practical expedient.

Recently Issued Accounting Pronouncements - Not yet Adopted

In December 2025, the FASB issued ASU 2025-11, Interim Reporting. The standard clarifies interim disclosure requirements and requires entities to disclose events since the end of the last annual reporting period that have had a

material impact on the entity. The new guidance will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and is to be adopted on a prospective basis. Early adoption is permitted and may be applied either prospectively or retrospectively. The Company is currently evaluating ASU 2025-11 to determine its impact on financial and footnote disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general, and administrative, and research and development). The amendments will require public entities or private companies that are in the process of going public to disclose specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The new standard is effective for the Company’s annual periods beginning January 1, 2027, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this standard to determine its impact on the financial statements and footnote disclosures.