As filed with the U.S. Securities and Exchange Commission on July 2, 2026

Registration No. 333-     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CUMBERLAND FARMS LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands		5500		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

13515 Ballantyne Corporate Place

Charlotte, North Carolina 28277

Tel: (980) 394-8388

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Erik Chalut

13515 Ballantyne Corporate Place

Charlotte, North Carolina 28277

Tel: (980) 394-8388

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Marc D. Jaffe Michael Benjamin Adam J. Gelardi Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200		Erik Chalut 13515 Ballantyne Corporate Place Charlotte, North Carolina 28277 (980) 394-8388		Michael Kaplan Roshni Banker Cariello Reuven B. Young Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check - the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.

 

				Emerging growth company		☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

SPAR go fresh BAKERY Diesel 2.56 9

United States Presence EUROPEAN PRESENCE #5 Market Position #4 Market Position U.S. Benelux GERMANY 1,463 Sites 665 Sites 1,114 Sites Note: Site count as of March 31, 2026. Market position based on the Top 100 Convenience Retailers by NACS as of December 2025 and Straits Research as of December 2025.

CUMBY’S IS LIFE!

TABLE OF CONTENTS

 

		Page
ABOUT THIS PROSPECTUS			iii
PROSPECTUS SUMMARY			1
THE OFFERING			34
SUMMARY COMBINED CONSOLIDATED FINANCIAL AND OPERATING DATA			36
RISK FACTORS			40
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			93
USE OF PROCEEDS			96
DIVIDEND POLICY			97
CAPITALIZATION			98
DILUTION			100
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			102
BUSINESS			142
MANAGEMENT			181
PRINCIPAL SHAREHOLDERS			191
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			193
DESCRIPTION OF CERTAIN INDEBTEDNESS			196
DESCRIPTION OF SHARE CAPITAL AND MEMORANDUM AND ARTICLES OF ASSOCIATION			203
SHARES ELIGIBLE FOR FUTURE SALE			215
MATERIAL TAX CONSIDERATIONS			217
UNDERWRITING			232
LEGAL MATTERS			238
EXPERTS			238
ENFORCEABILITY OF CIVIL LIABILITIES			238
EXPENSES OF THIS OFFERING			240
WHERE YOU CAN FIND MORE INFORMATION			240
INDEX TO COMBINED CONSOLIDATED FINANCIAL STATEMENTS			F-1

 

 

Through and including     , 2026 (25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that included elsewhere in this prospectus or in any free writing prospectus prepared by or on behalf of us that we have referred to you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Offers to sell, and solicitations of offers to buy, our ordinary shares are being made only in jurisdictions where offers and sales are permitted.

We are offering to sell, and seeking offers to buy, ordinary shares only in jurisdictions in which offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of ordinary shares. Our business, results of operations or financial condition may have changed since that date.

 

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For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of ordinary shares and the distribution of this prospectus outside the United States.

 

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ABOUT THIS PROSPECTUS

Basis of Presentation and Other Information

Cumberland Farms Limited (the “Company,” “Cumberland Farms,” “we,” “us,” “our” or similar terms) is comprised of the business, activities and operations of EG Group Limited’s (“Parent”) affiliates (collectively, with the Parent, the “Group”) in the United States and certain countries within Europe, including Germany, Belgium, Netherlands and Luxembourg (“Benelux”). The Company also includes certain legal entities in the United Kingdom (the “U.K.”).

Between December 2025 and the effectiveness of the registration statement, the Company and certain of its affiliates undertook a corporate reorganization to rationalize their intercompany loans, separate certain businesses designated for divestiture, repay third party debt and establish an efficient capital structure as part of which the Company, originally incorporated in the Netherlands, continued in Luxembourg, domesticated in Delaware and then continued in the Cayman Islands, became the direct subsidiary of the Parent, the indirect parent company of the U.S., German, Benelux, U.K. and Jersey entities forming part of the planned initial public offering and changed its name to LuxBridge International Limited. On June 23, 2026, the Company changed its name to Cumberland Farms Limited (collectively, the “Reorganization”). For additional information, see the section titled “Prospectus Summary—The Reorganization.”

The Reorganization by which Cumberland Farms Limited (f/k/a LuxBridge International Limited) continued as a wholly-owned subsidiary of Parent was accounted for as a reorganization of entities under the common control as ultimate control remains unchanged before and after the Reorganization, with the Parent continuing as the controlling party of the Company. As the Reorganization represents a change in reporting entity, the Company’s combined consolidated financial statements have been prepared as if the Reorganization had been effective at the beginning of the earliest period presented. The historical results of operations of legal entities that do not form part of the Company following the Reorganization have been excluded from our combined consolidated financial statements. Net parent investment represents the Parent’s historical investment in the Company and includes accumulated net income attributable to the Company and the net effect of transactions with the Parent and its subsidiaries. All intercompany balances and transactions within the Company have been eliminated in our combined consolidated financial statements.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our combined consolidated financial statements or the figures included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

We present in this prospectus the audited combined consolidated financial statements of the Company as of and for the years ended December 31, 2025, 2024 and 2023, which are presented in accordance with GAAP, including independent registered public accounting firm’s report thereon and unaudited condensed consolidated financial statements of the Company as of March 31, 2026 and for the three months ended March 31, 2026 and 2025.

Non-GAAP Financial Measures

Our audited financial statements included in this prospectus are prepared in accordance with accounting principles generally accepted in the United States, which we refer to as “GAAP.” This prospectus includes certain references to financial measures that were not prepared in accordance with GAAP, including EBITDA and Adjusted EBITDA. For reconciliations of EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial measure, which is (loss) income from continuing operations before income taxes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP

 

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Measures.” We believe that EBITDA and Adjusted EBITDA are helpful measures to evaluate our operating performance because they are used by our management and our board of directors to assess our financial performance and by analysts, investors and other interested parties to evaluate companies in our industry. EBITDA and Adjusted EBITDA as presented in this prospectus are supplemental measures of our performance that are not required by, nor presented in accordance with, GAAP. EBITDA and Adjusted EBITDA should not be considered as substitutes for GAAP metrics such as (loss) income from continuing operations before income taxes, as a measure of financial performance or net cash flows from operating activities, as measures of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. In the future, we may incur expenses or charges such as those for which we adjust in the calculation of EBITDA or Adjusted EBITDA. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not reflect tax payments, debt service requirements and certain other cash costs that may recur in the future, including, among other things, cash requirements for working capital needs. Management compensates for these limitations by relying on our GAAP results in addition to using EBITDA and Adjusted EBITDA. Our EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled measures of other companies due to different methods of calculation. The presentation of this non-GAAP information is not meant to be considered in isolation or as a substitute for our combined consolidated financial results prepared in accordance with GAAP.

Market and Industry Data

Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

The sources of certain statistical data, estimates, and forecasts contained in this prospectus are in the following independent industry and company generated and other publicly available reports:

 

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National Association of Convenience Store (“NACS”) Magazine, Top 100 Convenience Retailers of 2026, March 2026 (the “Top 100 Convenience Retailers”)

 

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NACS, Enhancing the Foodservice Offer, November 2022 (the “Enhancing the Foodservice Offer”)

 

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NACS, State of the Industry Report of 2025, 2026 (the “State of the Industry Report for 2025”)

 

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NACS, U.S. Convenience Store Count, 2025 (the “U.S. Convenience Store Count”)

 

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Cox Automotive, Despite Q4 Collapse, 2025 EV Sales Decline Only 2% Versus 2024; Policy Shifts, New Product Set Stage for Next Chapter, January 2026 (“Cox Automotive”)

 

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NACS, How Global Convenience Markets Performed in 2024, April 2025 (the “Global Convenience Markets Performance”)

 

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European Environment Agency, New registrations of electric cars in Europe, November 2025 (the “European Environment Agency”)

 

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World Bank, Population density (people per sq. km of land area) — Germany, Euro area, Netherlands, Belgium, Luxembourg, 1961-2023

 

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Straits Research, Germany and Benelux Convenience Store Market, April 2026 (“Straits Research”)

 

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Our World in Data, Tracking Global Data on Electric Vehicles, May 2025 (“Our World in Data”)

 

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NACS, CSX Convenience Benchmarking Database, 2010-2025 (“NACS CSX Convenience Benchmarking Database”)

 

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European Alternative Fuels Observatory

Trademarks, Trade Names and Service Marks

This prospectus includes our trademarks and trade names, which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^®, ^™ or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

 

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These reclassifications relate to the reallocation of dispensed beverages and commissary products previously included in Grocery & Merchandise to Foodservice. The reclassifications did not change total revenues, income from operations, net (loss) income, or (loss) earnings per share for the periods presented.

 

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RISK FACTORS

An investment in our ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainty described below, together with all of the other information in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined consolidated financial statements and related notes, before deciding to invest in our ordinary shares. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our ordinary shares could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Market and Our Business

Volatility in the global prices and availability of oil and petroleum products and general economic conditions that are largely out of our control, as well as seasonal variations in fuel pricing, can significantly affect our operating results.

Our profitability is significantly affected by changes in prices of fuel, variable retail margins and the market of such products. Oil and domestic wholesale gasoline markets are volatile. General political conditions, tariffs, acts of war or terrorism and instability in oil producing regions, particularly in the Middle East and South America, and the value of U.S. dollars relative to other foreign currencies, particularly those of oil producing nations, have significantly affected and in the future could significantly affect oil supplies and wholesale gasoline costs. For example, wholesale gasoline costs increased significantly beginning in March 2026 as a result of the conflict in Iran and the Middle East and there can be no assurance that prices will not experience another significant increase or continued volatility.

In addition, the supply of gasoline and our wholesale purchase costs can be adversely affected in the event of a shortage, which could result from, among other things, the current geopolitical tensions in Iran, Venezuela and Eastern Europe, lack of capacity at oil refineries, sustained increase in global demand or the fact that our gasoline contracts do not guarantee an uninterrupted, unlimited supply of gasoline. Our wholesale purchase costs could also be adversely affected by increasingly stringent regulations regarding the content and characteristics of fuel products. Increases in wholesale oil prices typically do not have a sustained impact on retail fuel margins, as fuel retailers generally adjust retail prices quickly to reflect changes in supply costs, including sometimes keeping retail prices higher when wholesale oil prices are particularly volatile. For example, while the conflict in Iran and the Middle East has recently increased wholesale gasoline prices as well as oil price volatility, our fuel margins have improved, as fuel margin were 51.3 cents per gallon in the first quarter of 2026, a 11.8 cents per gallon increase compared to the same period in 2025. In addition, short-term increases in retail fuel prices do not typically have a significant impact on our fuel sales volumes, as consumer demand for fuel is relatively inelastic in the short-term. For example, we experienced a 2% decrease in fuel volumes in the first quarter of 2026 as compared to the first quarter of 2025, despite the significant increase in retail fuel prices during the first quarter of 2026. However, extended periods of elevated retail fuel prices resulting from increases in wholesale prices may negatively impact fuel demand. In such circumstances, we may experience lower fuel sales volumes or choose to accept reduced gross margins on fuel in order to remain competitive. Accordingly, high wholesale fuel prices or supply limitations as a result of geopolitical tensions or other factors could adversely affect our business, operating results, and financial condition.

Our ability to successfully manage operating costs is important because we have little or no influence on the sales prices or regional and worldwide consumer demand for oil and gasoline. Furthermore, oil prices, wholesale fuel costs, fuel sales volumes, fuel gross margin and merchandise sales can be subject to seasonal fluctuations. For example, consumer demand for fuel typically increases during the summer driving season and typically falls during the winter months. Travel, recreation and construction are typically higher in these months in the geographic areas in which we operate, increasing the demand for fuel and merchandise that we sell. Therefore, our revenues and/or sales volumes are typically higher in the second and third quarters of our fiscal year. A

 

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significant change in any of these factors, including a significant decrease in consumer demand (other than typical seasonal variations), could materially affect our fuel and merchandise volumes, fuel gross profit and overall customer traffic, which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Further, recessionary economic conditions, tariffs, higher interest rates, higher gasoline and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors may affect consumer spending or buying habits, and may affect the operations of our stores, input costs, construction and transportation costs, consumer spending, buying habits and labor markets generally, and could adversely affect the discretionary income and spending levels of our guests, the costs of the products we sell in our stores, the consumer demand for such products and the labor costs of transporting, storing and selling those products, and the costs of building, acquiring and remodeling stores. These events and their impacts can be unpredictable. High inflation has in the past put pressure on our profit margins because we may not always be able to recapture higher input costs through pricing strategies or otherwise. Relatedly, increased inflation may lead to increased personnel costs and wage pressures. In addition, unfavorable economic conditions, especially those affecting the agricultural industry, higher fuel prices and unemployment levels can affect consumer confidence, spending patterns, and miles driven, and can cause guests to purchase less, visit our stores less often or “trade down” to lower priced products in certain categories when these conditions exist. These factors can lead to store traffic and sales declines, and in turn have an adverse impact on our business, financial condition and results of operations.

We are dependent upon our suppliers and partners, their brands and their reputations.

We offer Grocery & Merchandise, Foodservice and Fuel products and services to our customers largely pursuant to agreements with a number of franchise and other partners, including prominent fuel brands such as Esso, Irving Oil, Marathon, Shell, Gulf Oil and Suncor, well known Grocery & Merchandise brands such as SPAR, Altria, Reynolds, Juul, Coca Cola, Pepsi, Monster, Red Bull, Celsius, Conagra, Mars, Hershey’s, Ferrara, Louis Delhaize, Rewe Express and Cactus, and globally recognized Foodservice brands such as Starbucks, KFC, Burger King and Krispy Krunchy Chicken. These partnerships and their accompanying brands are a key component of our business, and most of our revenue is generated from products offered through such partners under their brand names. However, we do not have direct operational or financial control over our partners and have limited influence with respect to the way they conduct their businesses. Therefore, we may not be able to influence the development of these brands. In addition, given the long-term nature of our partnership and franchise agreements, there is a risk that a particular brand may lose popularity during the term of the relevant agreement and the relevant agreement may contain limited opportunities for early termination and/or contain stringent non-compete provisions, which may limit our ability to implement the best commercial offering at a particular site.

Our operations depend on the reputations of our partners and their brands and corresponding consumer perceptions. The brands we offer at our sites could be damaged by claims or perceptions about the quality or safety of our partners’ products or the quality of our or their suppliers and distributors, regardless of whether such claims or perceptions are true. Similarly, our partners, and entities in their supply chain, may engage in conduct that damages the reputation of the brands we offer. Reputational damage to our partners may also occur due to factors beyond their control such as the consequences arising from natural disasters affecting, or accidents occurring, at their oilfields or oil refineries, contaminated food products and any related food recall, if any, severe allergic reactions to food products or outbreaks of crop or livestock disease. In addition, our partners may also incur reputational damage by failing to maintain environmental and social governance standards. Any reputational harm, negative publicity or negative public perception of our partners or their brands could have a material adverse effect on our business, financial condition, and results of operations.

Certain of our partnerships have regular renewal dates, and we may not be able to renew our partnerships on favorable terms, in a timely manner or at all. In particular, the renewal of our contracts can be challenging if our

 

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partners insist on price control mechanisms that could restrict our ability to increase selling prices. We may incur high costs in trying to find alternative suppliers or partners. If any of our partners are acquired by our competitors, the applicable licensed intellectual property may no longer be available to us or may be available only on less favorable terms and our business, results of operations and financial condition could be adversely affected. The loss of one or more of our franchise and other partnership agreements could have a significant impact on our ability to attract customers, and we may be unable to find a suitable replacement, particularly for fuel supplies, which could have an adverse effect on our business and results of operations.

Our license and franchise agreements generally grant us the right to use the licensor’s intellectual property in connection with the development, operation, promotion and marketing of their brands. The licenses we receive to such intellectual property rights may not provide rights in all territories in which we may wish to offer products in the future and may restrict our rights to offer certain products in certain markets without the licensor’s approval or impose other obligations on us in exchange for our rights to the licensed intellectual property. While the licensors remain primarily responsible for the protection of the intellectual property associated with their brands and we primarily rely on the licensors to police and enforce their intellectual property rights against third parties, if we or the licensors fail to identify unauthorized filings or use of the licensor’s trademarks or other intellectual property, or either of us fail to adequately protect the licensor’s trademarks, copyrights and other licensed intellectual property rights, the infringement, misappropriation or other violation of the intellectual property rights associated with these brands may cause harm to, or a diminution in value of, the relevant brand, and possibly a decrease in sales, in turn causing an adverse effect on our profitability and results of operation. In addition, we cannot be certain that our licensors are not infringing, misappropriating or otherwise violating the intellectual property rights of third parties or that our licensors have sufficient rights to the licensed intellectual property in all jurisdictions in which we may offer our products and services. Further, if we fail to comply with any of our obligations under such agreements, we may be required to pay damages, and the licensor may have the right to terminate the agreement. Our licensors may have other termination rights as well. Termination by the licensor could cause us to lose valuable rights and could prevent us from selling our products and services. The failure to maintain or renew our license or franchise agreements or to maintain the reputation or value of the brands we commercialize could cause us to lose significant revenue, which could have an adverse effect on our business, financial condition and results of operations.

A large portion of our fuel and products are supplied by a small number of third-party suppliers.

Our operations depend on our ability to obtain fuel products from third-party suppliers, and we are dependent upon the supply from a relatively limited number of fuel suppliers. For example, our largest fuel supplier accounted for 31%, 31%, 31%, 30% and 25% of our operating expenses and costs of goods sold for the three months ended March 31, 2026 and 2025 and the fiscal years 2025, 2024 and 2023, respectively. Our main fuel suppliers include Esso, Irving Oil, Marathon, Shell, Gulf Oil and Suncor. While we have agreements in place with our fuel suppliers, we do not have direct control over their operations or the products and services they provide, and our fuel supply stream may be interrupted by circumstances within our control or outside our control.

In addition, if any of our key fuel suppliers fail to satisfy their delivery obligations (for example, due to transportation or logistics interruptions, accidents, equipment breakdowns or work stoppages), this could adversely affect our business, and we may not receive full financial compensation for all losses. From time to time, we have experienced limited fuel supplies due to capacity constraints and other supply-related factors. If we are required to replace any of our key fuel suppliers for any reason, we may face risks and costs associated with a transfer of operations, and the failure to replace any of our key fuel suppliers on commercially reasonable terms, or at all, could have a material adverse effect on our business, financial condition and results of operations. Certain of our agreements with our fuel suppliers, with terms ranging from one to nine years, contain minimum volume requirements. If we fail to meet the applicable minimum volume requirements, our fuel suppliers may have the right to terminate the agreement, or we may be required to pay an “underlifting” fee to make the supplier whole for the profits it would have made had we met the minimum volume requirements. These

 

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minimum volume requirements, as well as any resulting termination of any of our agreements or requirement to pay an underlifting fee, could require us to find new fuel suppliers or could result in additional losses. During the term of our supply agreements, we may also be restricted from sourcing our products from fuel suppliers who offer the most competitive commercial terms, which could have an adverse effect on our business, financial condition and results of operations.

Further, our transportation and logistics arrangements may not be adequate to support the size of our future operations. Due to our growing product portfolio, we rely on suitable vehicles to transport fuel products to our sites, which vehicles may not be available. In addition, transportation might damage our fuel products, and our fuel products might cause damage to other products, third parties or the environment during transportation. We also have limited storage facilities and may not be able to store enough fuel products that we need to operate our business, making us more dependent on efficient logistical operations by us and by our third-party suppliers. Any significant disruption or other adverse events affecting our supplies, suppliers or supply chain could have an impact on our ability to receive fuel products or result in cost inflation, which could have a material adverse effect on our business, financial condition and results of operations.

To the extent there is any disruption or other adverse events affecting our Grocery & Merchandise, Foodservice and Fuel supplies, we can rebrand, and have in the past rebranded, with different suppliers. However, we may still experience disruptions as a result of these events.

We may have difficulties competing favorably with other fuel providers and retailers in the locations in which we operate.

The locations in which we operate are highly competitive. We face significant competition from other existing convenience retailers, forecourt retailers, food retailers, grocery stores, supermarkets and fast-food concessions drawn from local and large scale multinational corporations, as well as new competitors. The principal competitive factors in the sector in which we operate include price, quality, brand name recognition, service, location, national and regional presence, accessibility and product availability. Actions taken by our competitors (including, but not limited to, opening new sites adjacent to our sites and competing aggressively on price), as well as our failure to respond to such actions, could reduce footfall and revenue at our sites and place pressure on our profit margins. Several non-traditional retailers such as supermarkets, club stores, and mass merchants have affected the convenience store industry by entering the retail fuel business and have obtained a share of the fuels market. Certain of these non-traditional retailers may use more extensive promotional pricing or discounts, both at the fuel pump and in the store, to encourage in-store merchandise sales and gasoline sales.

We also face competition in respect of our loyalty programs as existing fuel card issuers (including major fuel producers and/or refiners) and new participants in the market (including car manufacturers and leasing companies) may offer customers better benefits, whether actual or perceived, which may direct customers to visit competitors’ sites instead of ours. Moreover, action taken by regulatory authorities could increase competition and facilitate the access of new competitors into the market. New competitors in the market, such as companies specializing in EV charging points, may have offerings that include additional services which compete with our offerings. New participants may also include major fuel producers or refiners that may be able to more effectively compete on price, and may make it more difficult for us to secure advantageous terms from suppliers. If major fuel producers or refiners become more aggressive in expanding their operations to compete with our offering portfolio, we may also face increased competition for limited acquisition opportunities. Some of our current and potential future competitors, including major fuel producers and/or refiners, may be larger and better capitalized than we are and, as a result, may be better positioned to take advantage of strategic acquisition and consolidation opportunities that can rapidly increase market share. Any of these factors could have a material adverse effect on our business, financial condition, and results of operations.

Our future performance is dependent upon our continuing ability to meet customer needs and provide a differentiated and relevant offering, and we cannot be sure that we will be able to continue to compete favorably in these competitive markets or that increased competition will not have a material adverse effect on our business

 

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by reducing our ability to maintain sales and profit margins. Our competitors may be able to secure better terms from suppliers, provide cheaper products and services and devote more resources to technology, infrastructure, fulfilment, and marketing, including through larger scale benefits. These competitive pressures could cause us to lose market share and may require us to lower prices, increase capital, marketing and advertising expenditure or increase the use of promotional campaigns, which could have a material adverse effect on our business, financial condition and results of operations.

We depend on good working relationships with dealers, retailers, governmental agencies and third-party contractors.

We depend on third parties for the provision of certain labor, equipment and services. The third parties with which we work include product storage service providers, contractors, transporters, dealers and retailers. As a result, our operations are subject to several risks, some of which are outside of our control, including liability as a result of the actions of third parties with which we work. With respect to dealers and retailers who operate our company-owned, not company-operated and ‘other’ dealer owned, dealer operated sites, we may face liability for accidents or incidents at these sites resulting from those dealers’ or retailers’ actions. Any failure by such dealers or retailers to maintain high-quality standards or to operate in compliance with applicable laws and regulations could give rise to reputational damage, and to legal or regulatory actions being brought against us.

In cases where we are not the operator of the sites in our network, including sites under the CONCO and “Other” operating models, we depend on the formation and maintenance of relationships with dealers and retailers. Although we endeavor to maintain a good working relationship with these dealers and retailers, there can be no assurance that the dealers and retailers with which we currently work, or in the future will work, will choose to conduct business with us on an ongoing basis or that they will comply with the terms of an agreement with us. Disputes with dealers and retailers could materially adversely affect our business, financial condition and results of operations. We continue to rely on dealers, retailers and third-party contractors as we expand and open more sites, both organically and through strategic acquisitions. Accordingly, if dealers, retailers or third-party contractors decide to give preference to our competitors or cease to do business with us, it could have a material adverse effect on our business, financial condition and results of operations.

In addition, with respect to transport services, the vessels, tank trucks and trucking services for our product transportation are chartered mainly under contracts from third parties. Any deterioration in or other changes relating to our relationships with such third parties, including changes in supply and distribution chains, could result in delayed or lost deliveries or damaged products. Third parties may decide to increase their prices for transport services provided to us or discontinue their relationships with us. There is no assurance that we will be able to negotiate or maintain terms commercially acceptable to us or locate replacement service providers on a timely basis. Delivery disruptions may also occur for reasons out of our control, such as poor handling, labor strikes and adverse climate conditions. The occurrence of one or more of these risks could have a material adverse effect on our business, financial condition, and results of operations.

We may also face difficulties competing in the highway concession market. Highway concession operations, which are among our most profitable operations, depend on authorizations from governmental regulatory agencies in the countries in which we operate, which are subject to bid, expiration, limitation on renewal and various other risks and uncertainties. Since our competitors also value highway concessions, we cannot guarantee that we will obtain or be able to renew highway concessions on favorable terms or at all. In addition, highway concession operations may be subject to stringent conditions, such as those limiting the products and services provided and hours of operation, with which our competitors may be better able to comply without adversely affecting their results of operations. In addition, the operation of highway locations can come with extensive costs, and we may be required to pay more than we have paid historically in order to renew our existing highway concessions, adversely affecting our cash position relative to our competitors. Our inability to obtain highway concessions, to negotiate their renewal on favorable terms or at all, or to operate them profitably could have a material adverse effect on our business, financial condition and results of operations.

 

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Maintaining favorable brand recognition of our proprietary brands and use of our loyalty programs is important to our success, and failure to maintain brand recognition or use of our loyalty programs could have a material adverse effect on our business.

Our proprietary brand names enjoy a high degree of familiarity and awareness in the markets in which we operate, and we believe maintaining these brands is a key component of maintaining our position in our industry. Additionally, our loyalty programs have historically driven customer traffic and contributed to our revenue. We continue to evolve our loyalty programs, including the structure, rewards and customer participation requirements. These changes may not achieve their intended objectives and could result in reduced customer traffic or decreased brand loyalty.

We increasingly rely on data, analytics, and digital tools to inform our marketing, promotional, and loyalty programs strategies, including micro-targeting, personalization, and measurement of marketing effectiveness. These strategies depend on the accuracy, completeness, and timeliness of the data we collect and the assumptions and models we use to analyze that data. If our data is incomplete, inaccurate, or not effectively analyzed, or if our marketing and loyalty programs strategies based on such data do not resonate with customers, our marketing investments may not generate the expected levels of customer traffic or sales.

Additionally, factors affecting brand recognition are often outside of our control, and efforts to maintain or strengthen these brands may not always have the desired effect. Events such as lawsuits, product recalls, outbreaks of food-borne illness, supply chain interruptions, crimes committed at our locations, employee misconduct (actual or alleged), personal data or cyber breaches, incidents or attacks and allegations (true or otherwise) regarding the treatment of our employees or customers could result in negative publicity and damage to our brands and reputation. In addition, damaging statements (whether true or otherwise) about us, our locations and our products, can be widely disseminated through online platforms, and we may have limited or no ability to respond to these statements or take action to have them taken offline. If damage to one or more of our brands were to occur for any of these or other reasons, there can be no assurance that we would have the resources available to adequately invest in marketing, public relations or advertising campaigns to repair these brands, that any such campaigns would be effective or that we would be willing or able to take any other actions to limit or reverse this damage.

If our customers have a less favorable view of us, our locations, our products or our loyalty programs, they may seek alternative products or providers, and this could directly impact our results of operations. In addition, damage to our brands or our reputation could make us less attractive partners for the national and regional brands we offer through our locations, which could result in the loss of some of these commercial relationships. If either of these outcomes resulted from our failure to maintain our brands or damage to one of our brands, it could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to achieve future growth, which may have adverse effect on our business, financial condition and results of operations.

We believe that our future revenue growth, as well as our ability to improve or maintain margins and profitability, will depend upon, among other factors, the success of our growth strategies and the extent to which our various products grow and contribute to our results of operations. Our growth strategies include rebranding legacy banners, such as Tom Thumb and Loaf ‘N Jug, to the Cumberland Farms brand and refreshing existing Cumberland Farms stores, expanding our foodservice offerings, including through the rollout of our Krispy Krunchy Chicken partnership to approximately 300 locations by 2028 and to 500 locations by 2030, growing and enhancing our SmartRewards loyalty program and related digital capabilities, expanding and refreshing our alternative fuel, grocery and foodservice offerings in Europe, including through the continued buildout of EV charging infrastructure, pursuing acquisitions and new-to-industry store development. We cannot provide assurance that we will be able to successfully manage any such challenges or risks to our future growth. In addition, our number of customers and markets may not continue to grow or may decline due to a variety of possible risks, including

 

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increased competition and the maturation of our business. Any of these factors could cause our revenue growth to decline and may adversely affect our margins and profitability. Failure to grow revenue or improve margins could have a material adverse effect on our business, financial condition and results of operations.

Any event that damages or renders inoperative our warehouse and distribution facility in Westborough, Massachusetts could have a material adverse effect on our ability to supply products in the U.S.

We own and operate a 431,000 square foot warehouse and distribution facility in Westborough, Massachusetts, from where we supply a significant portion of the merchandise sold in our stores in the U.S. Any event that damages this warehouse, renders it inoperative or negatively impacts its operation, such as power outages or severe weather, could have a material adverse effect on our ability to supply products to our stores in the U.S., which in turn could have a material adverse effect on our business, financial condition and results of operations.

In addition, we also perform our own cigarette tax “stamping” for our stores exclusively in this warehouse and distribution facility in Westborough, Massachusetts. If any damage were to occur to our cigarette tax “stamping” machines at this facility, we would have to outsource the cigarette tax “stamping” to a third party, which could result in additional costs.

Our stores are largely geographically concentrated in the Northeast part of the U.S., Florida, Germany and Benelux and we could be negatively affected by conditions specific to those regions.

The majority of our stores are in the Northeastern part of the U.S., Florida, Germany and Benelux. Adverse changes in demographic, unemployment, economic, regulatory or weather conditions in the Northeastern part of the U.S., Florida, Germany and Benelux have had, and may continue to have, material adverse effects on our business, financial condition and results of operations. As a result of our concentration in this market, we have been, and in the future may be, disproportionately affected by conditions in this geographic area compared to other sites with a more diverse footprint.

In addition, our competitors could open additional stores in the Northeastern part of the U.S., Florida, Germany and Benelux which could result in reduced market share for us in those key geographic regions, which could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to successfully implement our growth and consolidation strategies.

Our growth strategy is based on a mix of organic and inorganic growth and selective rebranding, remodeling and/or modernizing existing stores and opening new stores. Failure to identify, acquire and develop new sites or rebrand or upgrade existing sites or to meet capital expenditure requirements for development, rebranding, remodeling or refurbishment are some of the risks to which we are subject. There can be no assurance that our initiatives will be successful or that they will represent the most productive use of our resources.

There are several factors that could affect our ability to grow or rebrand, remodel, rebuild and profitably operate existing stores or to successfully open and integrate new stores. These factors include:

 

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competition in target market areas;

 

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the ability to identify and acquire suitable sites or to negotiate acceptable purchase prices or leases for such sites and to build out the stores in a timely and cost efficient manner;

 

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the ability to hire, train and retain skilled personnel, including store managers;

 

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the ability to integrate new stores into existing operations;

 

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the ability to increase sales at new store locations;

 

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differences in consumer preferences in different markets;

 

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varying levels of consumer awareness of our brands in new or different markets;

 

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the ability to expand foodservice offerings as part of our growth plan;

 

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limitations on capital expenditures or debt levels contained in our Parent’s debt documents; and

 

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difficulties in obtaining governmental and other third-party consents, permits and licenses needed to develop and/or operate additional stores.

There can be no assurance that we will be able to achieve our store rebranding and expansion goals, effectively manage our growth, successfully integrate the planned new stores into our operations or profitably operate our new, rebranded and remodeled stores. If we are unable to successfully implement our growth strategy, or if our strategy does not yield the expected benefits, our financial results may be harmed. In addition, our experience is that rebranding, remodeling and/or rebuilding our existing stores often results in a temporary loss of sales at the applicable stores. If such reductions in sales are larger or longer in duration than we expect, we may not realize the anticipated benefits from our store improvement initiatives, which could adversely affect our operating results.

Our growth strategies also include modernizing, optimizing and expanding our operations, achieving cost reductions and efficiencies and pursuing our other growth strategies that involve inherent costs and uncertainties, such as, expanding our foodservice offerings and enhancing SmartRewards loyalty program. Our growth strategies also include extracting synergies from past acquisitions and undertaking strategic acquisitions that involve projections of uncertain returns. There is no assurance that we will achieve our objectives or other anticipated benefits. Even if we are able to implement our growth and consolidation strategies, we may not realize the anticipated benefits of such strategies, including expected revenue growth, cost savings, synergies or other efficiencies. As a result, after expending significant management attention, time and financial resources in pursuing our growth strategy, we may fail to achieve the expected results and may find itself in a position no better than, or worse than, had we not pursued such strategy at all. Any such outcome could have a material adverse effect on our business, financial condition, results of operations and prospects. Furthermore, developments in policy, law, regulation, technology, markets and societal and investor or other stakeholder sentiment related to the issue of climate change and increased preferences for alternatives to fossil fuels, including hybrid and electric or alternative fuel-powered vehicles, may have a negative impact on our growth strategy.

Our acquisitions, divestitures, including the Reorganization, or group initiatives may not be successful, and we may not achieve the returns, synergies, cost savings or other benefits initially anticipated from them.

We have a history of making acquisitions and in the future, we may acquire companies or assets engaged in similar or complementary businesses to our own if we identify appropriate acquisition targets, and may dispose of certain of our assets and businesses if presented with a suitable market opportunity. In addition to acquisitions, we undertake several group initiatives aimed at realizing synergies, operational efficiencies or cost savings. These include rebrands and conversions aimed at using our most recognized and highest value brands to improve site profitability. There can be no assurance that our acquisitions or any of these initiatives will be as successful or accretive as initially expected or meet our strategic goals. For example, we may fail to realize expected operational efficiencies or cost savings. There is also a risk that the synergies that we seek to achieve may not be realized within the time frame we currently anticipate, or at all, and that the magnitude of cost savings or operational efficiencies may be less than expected or the costs of achieving these synergies may be higher than expected. Our anticipated synergies are based on a number of assumptions, which are subject to uncertainties and contingencies that are outside of our control. In addition, we may be required to divest certain assets in connection with an acquisition if required to do so by any anti-trust or competition authority such as the U.S. Federal Trade Commission or the German Bundeskartellamt (the “German Anti-Trust Authorities”).

In addition, restrictions under our current or future debt instrument may limit or preclude our ability to make or finance acquisitions. Further, we may use debt financing for any permitted acquisitions, which would increase our debt service requirements.

 

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We have also made, including as part of the Reorganization, and may continue to make disposals of some of our businesses or assets, but we may fail to achieve the cost savings or other benefits anticipated, and such disposals could result in lower revenue, impairments of goodwill and a lower amount of total assets on our balance sheet. In addition, we may be subject to contingent liabilities or other legacy issues in relation to our disposals. For example, in connection with the Reorganization, our disposals of businesses in Australia, France and Italy and remaining U.K. businesses may subject us to material liabilities, including indemnification obligations, retained liabilities, contingent liabilities or other legacy issues. We could be subject to reputational risk if the operations of a new owner of a business we dispose of, including in connection with the Reorganization, were not up to our established standard and such business continued to be associated with our business. Furthermore, larger divestitures, including the Reorganization, may result in operational difficulties for our remaining business. If divestiture proceeds or anticipated cost savings from our disposals are less than anticipated, or if we incur material liabilities or other unanticipated costs in connection with our divestitures, our ability to pay down debt or otherwise reduce our leverage may be adversely affected, which could have a material adverse effect on our financial condition and liquidity. Our failure to complete acquisitions and disposals, successfully integrate acquired businesses or successfully execute group initiatives may materially and adversely affect our business, prospects, results of operations and financial condition.

On February 25, 2026, we entered into an agreement to sell our French business, which is outside our perimeter, and we intend to use the proceeds from such sale to repay our debt. The closing of the sale is subject to customary closing conditions, including obtaining regulatory clearance and completing necessary regulatory filings. There can be no assurance that all the closing conditions will be satisfied or that pending sale will be completed in a timely manner or at all. Failure to complete the sale of our French business would mean that the debt we intend to repay with the proceeds of the sale of our French business would remain outstanding, which would cause our interest expense and leverage to be higher until that debt is repaid, which could have an adverse effect on our business and the market price of our ordinary shares.

We may not be able to successfully integrate the businesses we acquire in the future.

We may not be able to successfully integrate any businesses we acquire in the future into our operations without encountering difficulties. These difficulties may include, among other things, the integration of certain operating and IT systems, including point of sale systems and inventory processing systems and companies with cybersecurity vulnerabilities and/or unsophisticated security measures, the loss of customers or key employees, diversion of management’s attention, the disruption of our respective ongoing businesses or possible inconsistencies in standards, procedures and policies. Furthermore, certain contracts may have terms and conditions that are weaker than our standard contracts, and we may not be able to integrate or update them as quickly as we would like or without incurring significant fees. In addition, we may not have, or be able to retain or hire, employees with the appropriate skill sets for the tasks associated with our integration plans, particularly in the expected time frame in which we require them, and could experience employee departures and early retirement due to relevant business changes, all of which could adversely affect the success of integration plans. In particular, the loss of key managers or other experienced and knowledgeable local employees may result in the loss of knowledge and continuity for the relevant business. The integration process for any acquisition, if implemented ineffectively, would restrict the realization of the full expected benefits, including cost savings and profit margin synergies. Failure to meet the challenges involved in integrating any businesses we acquire into our existing business and to realize the anticipated benefits therefrom could cause an interruption of, or a loss of momentum in, our activities, expose us to significant cybersecurity risks and could have a material adverse effect on our business, financial condition and results of operation.

 

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We face various political, economic, legal, regulatory and other risks and uncertainties associated with conducting business in multiple countries.

Our business and results of operations are subject to various risks inherent in international operations over which we have little or no control. These risks include, among others:

 

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transportation delays and difficulties of managing international distribution channels, supply chains and suppliers;

 

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different and/or longer payment cycles for certain customers;

 

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the inability to inject capital in our foreign subsidiaries or to otherwise finance our foreign operations;

 

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difficult in staffing, developing and managing foreign operations, including ensuring the consistency of our product quality and service;

 

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fluctuations in currency exchange, currency controls and repatriation issues;

 

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economic downturns in countries or geographic regions where our suppliers or partners are located which among other things may expose the operations of our suppliers or partners to risks, leading to an increase in our manufacturing costs or delayed delivery;

 

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changes in foreign policy or regulatory requirements, trade restrictions, higher tariffs and changes to existing, or the imposition of additional, regulations relating to import or export of our products;

 

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our ability to comply with a wide variety of legal and tax regimes, including those relating to environmental, health and safety (“EHS”), environment, social and governance (“ESG”), data protection, cybersecurity and privacy laws and regulations or liability and warranty requirements in relation to our products and services;

 

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unfavorable changes in tax or other laws, including the imposition of new laws, regulations or business licensing requirements that restrict our operations or increase our cost of operations;

 

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work stoppages and sudden or unexpected increase in wages, as well as local laws that may make it more expensive and complex to negotiate with, retain or terminate employees;

 

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exit from international treaties;

 

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social unrest and any resulting supply chain or business interruptions;

 

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political instability, including wars or other armed conflict (such as Russia’s invasion of Ukraine and the ongoing conflicts in the Middle East, including in Iran, or the military and diplomatic tensions in Venezuela), terrorism, political unrest, boycotts, curtailment of trade and other business restrictions, and any resulting supply chain or business interruptions; and

 

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difficulties in obtaining, maintaining, protecting, defending and enforcing our intellectual property rights under the laws of other countries.

The likelihood of such occurrences varies from country to country but remains largely unpredictable. However, the effects of any of these occurrences, or any combination thereof, could have a material adverse effect on our business, financial condition, and results of operations.

Further, should we choose to expand into new geographical markets, we may be subject to several risks in addition to the ones we are already subject to. We cannot guarantee that any potential future efforts at expansion will be successful and we could expand in markets that may not prove to be attractive in the future, which may subsequently have a material adverse effect on our business, financial condition and results of operations.

The indirect shareholders of our principal shareholder, EG Group Limited, may pursue corporate opportunities independent of us that could present conflicts with our and our shareholders’ interests.

The indirect shareholders, including certain of the TDR Funds, and our founders, Mohsin Issa and Zuber Issa, of our principal shareholder, EG Group Limited, are in the business of making or advising on investments in

 

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companies and holds (and may from time to time in the future acquire) interests in or provides advice to businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. Certain of our indirect shareholders may also pursue acquisitions that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.

We may not be able to adapt to new developments or technological changes in the industry in a timely manner or at all.

We may be unable to adapt to fast-paced developments regarding climate change and the impact of petroleum-based fuel on the environment, which may alter consumer sentiments and lead to increased regulatory measures being taken towards our existing fuel products, or to new technologies resulting in improved fuel efficiency and the increased use of alternative fuels. Technological advances and consumer behavior in reducing fuel use, governmental mandates to improve fuel efficiency and consumer desire or regulations to lower carbon emissions could lessen the demand for our largest revenue product, petroleum-based motor fuel, which may have a material adverse effect on our business, financial condition, and results of operation. Further, reduced demand for petroleum-based motor fuel could cause a decline in traffic at our stores, potentially decreasing demand for our other products, including Grocery & Merchandise and Foodservice. Changes in the climate, including the effects of carbon emissions in the environment, may lessen demand for fuel or lead to additional government regulation. In addition, a shift in consumer preference toward electric, hybrid, hydrogen, natural gas or other alternative fuel-powered vehicles, including driverless motor vehicles, would reduce demand for petroleum-based motor fuel, which could have an adverse effect on us, and could fundamentally change the shopping and driving habits of our guests or lead to new forms of fueling destinations or new competitive pressures. For example, if consumer preferences shift to favor EVs, in addition to a reduction in demand for petroleum-based motor fuel, we may experience a decline in traffic at our site as drivers charge their EVs at home or at EVs charging locations. Any of these outcomes could potentially result in fewer guest visits to our stores, decreases in sales revenue across all categories or lower profit margins, which could have a material adverse effect on our business, financial condition and results of operations.

Consumer preferences and perceptions related to food and drink may continue to change and we may be unable to adapt to such changes.

Our business is affected by perceptions of various types of food and drinks and there are a number of trends in consumer preferences which could have an adverse effect on our business. These trends include preferences for convenient, natural, better value, healthy and sustainable products. For example, concerns as to the health impacts and nutritional value of certain foods may increasingly result in food manufacturers being encouraged or required to produce products with reduced levels of sugar, salt and fat and to eliminate trans-fatty acids and certain other ingredients. Consumer preferences are also shaped by concern over the environmental impact of products, including their packaging and the impact of plastic packaging wastage. Consumer tastes are also susceptible to change. For instance, many consumers are placing increasing importance on dietary and nutritional content of food and drink products, as well as the proof of locally sourced ingredients. As the success of our business depends largely on the appeal of the food and drink offering of our partners, there can be no assurance that we will be able to respond to these or other trends in consumer preference by introducing changes to our formats, brands, food and drink offerings and premises or otherwise. Any failure to anticipate, identify and respond to trends in consumer preferences, or any significant delay in doing so, could have a material adverse effect on our business, financial condition and results of operations.

Future tobacco and e-cigarette legislation, campaigns to discourage smoking and vaping, increases in tobacco taxes, menthol and other flavor bans, restrictions on the sale of e-cigarettes, introduction of new forms of nicotine products not available to us, illicit sale of tobacco products, local product restrictions, changes in state minimum age requirements for tobacco purchases and wholesale cost increases of tobacco products could have a material adverse impact on our retail operating revenues and gross margin.

Tobacco products generate a portion of our sales. For the three months ended March 31, 2026 and 2025 and for the years ended December 31, 2025, 2024 and 2023, tobacco products represented 10%, 10%, 10%, 10% and

 

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9%, respectively, of our total revenue. Significant increases in wholesale cigarette costs, a tax increase on tobacco products, as well as current and future legislation or regulations, potential rulings in court cases impacting the tobacco, e-cigarette and nicotine industry, and national and local campaigns to discourage smoking, vaping or the use of nicotine products in the markets in which we operate may have an adverse impact on the demand for tobacco products, including e-cigarettes and other vaping products, and may therefore adversely affect our revenue and profit in light of the competitive landscape and consumer sensitivity to the price of such products.

For example, in the U.S., Congress has given the Food and Drug Administration (“FDA”), broad authority to regulate the manufacture, marketing and distribution of tobacco products through passage of the Family Smoking Prevention and Tobacco Control Act (“Tobacco Control Act”). Among other things, this legislation requires manufacturers, with certain exceptions, to obtain FDA clearance or approval for cigarette and smokeless tobacco products, requires new and larger warning labels on tobacco products and requires FDA approval for the use of terms such as “light” or “low tar.” Under the Tobacco Control Act, the FDA has passed regulations that restrict or prohibit the sale of cigarettes, smokeless tobacco or electronic-cigarettes in various ways and give the FDA the authority to inspect retailers and levy penalties for non-compliance. Further tobacco legislation, national, state and local campaigns to discourage smoking and tax increases on cigarettes and other tobacco products could have a material adverse effect on our tobacco sales and gross profit.

Nicotine products are now commonly sold in non-traditional retailers including cigarette and e-cigarette or vape-oriented outlets. In addition, illicit vape and cigarette products have become more commonplace. These factors may adversely impact sales of legal nicotine products in traditional retail outlets.

Similarly, in the EU, the Tobacco Products Directive, entered into force on May 19, 2014 and applicable in EU countries on May 20, 2016, lays down rules governing the manufacture, presentation and sale of tobacco and related products. Among other things, the Tobacco Products Directive regulates cigarettes, roll your own tobacco, pipe tobacco, cigars, cigarillos, smokeless tobacco, e-cigarettes and herbal products for smoking. In particular, the Tobacco Products Directive:

 

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prohibits cigarettes and roll-your-own tobacco with characterizing flavors;

 

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requires the tobacco industry to report to EU countries on the ingredients used in tobacco;

 

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requires health warnings on tobacco and related products;

 

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sets minimum dimensions for warnings and prohibits small packages for certain tobacco products;

 

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bans promotional and misleading materials on tobacco products, e-cigarettes and herbal products for smoking;

 

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introduces EU-wide tracking and tracing to combat the illicit trade of tobacco products;

 

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allows EU countries to prohibit internet sales of tobacco and related products;

 

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sets out safety, quality and notification requirements for e-cigarettes; and

 

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obliges manufacturers and importers to notify EU countries about novel tobacco products before placing them on the EU market.

Governmental actions and regulations such as those noted above, as well as certain smoking bans in restaurants and other public places, combined with the diminishing social acceptance of smoking, have caused the number of smokers in the general population to decline. A change in consumer behavior from cigarettes to e-cigarettes, pouches and vapes is also expected to contribute to the decline in sale volume for tobacco products, and such decline may not be offset by an increase in the volume of vape products we sell since regulation prohibits us from selling vape products in certain of our markets. The foregoing factors have resulted in reduced tobacco industry volume, and we expect that such volume will continue to decline. These and any similar future governmental actions and changes in consumer behavior could materially impact our retail price of cigarettes,

 

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cigarette unit volume and revenues, merchandise gross profit and overall customer traffic, which could in turn have an adverse effect on our business, financial condition and results of operations.

In addition, we could be sued for health problems caused by the use of tobacco products. Various health-related legal actions, proceedings and claims arising out of the sale, distribution, manufacturing, development, advertising and marketing of cigarettes have been brought against vendors of tobacco products. Any unfavorable verdict against us in a health-related suit could adversely affect our business, financial condition and results of operations.

Furthermore, these events may affect our relationships with our suppliers. In February 2020, the U.S. Food and Drug Administration restricted flavored vaping products in order to minimize the appeal of e-cigarettes to younger users in the U.S. Several U.S. states, including New York, California and Massachusetts have also temporarily or permanently banned the sale of flavored e-cigarettes, and other U.S. states and municipalities are considering implementing similar restrictions. For example, as of January 1, 2025, the state of California prohibits retailers from selling flavored tobacco products, including e-cigarettes and vapes. Other states and municipalities are considering implementing similar restrictions, and some cities have implemented more restrictive measures than their state counterparts, such as San Francisco, which in June 2019, approved a ban on the sale of flavored nicotine products, including vaping liquids and menthol cigarettes. Any ban on the sale of flavored e-cigarettes directly limits the markets in which we may sell our products. In the event the prevalence of such bans increases across the U.S., it would decrease our nicotine sales, and have a material adverse effect on our business, results of operations and financial condition. Conversely, failure to enforce laws on the books of certain jurisdictions related to vapor products can have a negative impact on our sales and margin for those products. To the extent we are unable to continue purchasing certain supplies from our suppliers and, as a result, selling popular products with high margins, we may face material adverse effects to our business, financial condition, liquidity, results of operations and prospects.

In addition to flavor bans, certain jurisdictions are considering or have adopted legislation that would create a “Nicotine Free Generation” by prohibiting the sale of tobacco and nicotine products to any person born on or after a specified date. For example, Massachusetts has considered legislation that would ban the sale of tobacco and nicotine products, including e-cigarettes, to anyone born on or after January 1, 2006. If enacted, such legislation would effectively phase out legal tobacco sales to an increasing portion of the adult population over time. Similar measures have been proposed or adopted in other jurisdictions, including certain countries outside the United States. If “Nicotine Free Generation” legislation is enacted in Massachusetts or other states in which we operate, it would progressively reduce our addressable market for tobacco and nicotine products, which could have a material adverse effect on our revenue and results of operations over time.

Finally, major cigarette manufacturers in both the U.S. and Europe offer substantial rebates to retailers. Subject to applicable regulations, we may include these rebates as a component of our gross margin from sales of cigarettes. In the event manufacturer rebates are no longer offered or permitted by law, or are decreased accordingly, our wholesale cigarette costs will increase accordingly. In general, we attempt to pass price increases on to our guests. However, due to competitive pressures in our markets, we may not be able to do so. In addition, reduced retail display allowances on cigarettes offered by cigarette manufacturers may negatively impact our gross margin. These factors could materially impact our retail price of cigarettes, cigarette unit volume and revenues, merchandise gross profit and overall guest traffic, which could in turn have an adverse effect on our business, financial condition and results of operations.

Our business depends on maintaining tobacco and alcohol licenses, and the loss, suspension, or non-renewal of these licenses could materially and adversely affect our business, financial condition, and results of operations.

Our operations require us to obtain and maintain various national, state and local licenses and permits to sell tobacco and alcohol products. These licenses are material to our business and are subject to extensive regulation

 

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by governmental authorities at multiple levels. The sale of tobacco and alcohol products represents a significant portion of our revenues and contributes meaningfully to customer traffic at our locations. Although tobacco products generate substantial sales volume, we are required in certain jurisdictions to sell tobacco products at or near cost, which limits our ability to generate meaningful profit margins on such sales. Nevertheless, tobacco sales remain important as a driver of customer traffic and related purchases of higher-margin products.

Tobacco and alcohol licenses are subject to periodic renewal and may be revoked, suspended or denied for various reasons, including violations of applicable laws and regulations, failure to meet changing regulatory requirements or changes in governmental policy. Regulatory authorities have broad discretion in granting, renewing, suspending or revoking these licenses, and there can be no assurance that our existing licenses will be renewed or that new licenses will be granted as needed. In addition, we may be subject to fines, penalties or other sanctions for any violations of applicable laws and regulations, including those related to underage sales, advertising restrictions or product labeling requirements.

Any failure to maintain our tobacco and alcohol licenses, or to obtain new licenses as we expand our operations, could result in the loss of a significant source of revenue, reduce customer traffic and negatively impact our competitive position. Potential buyers or acquisition targets or their owners may be unwilling to transact with us if we have experienced license suspensions or revocations, and we may face difficulties integrating acquired businesses if we are unable to transfer or obtain the necessary licenses in a timely manner. Furthermore, increasing regulation of tobacco and alcohol products, including potential restrictions on sales, advertising or product placement, could adversely affect our ability to sell these products or reduce customer demand. Changes in taxation of tobacco and alcohol products could also affect consumer purchasing behavior and our profit margins on these products.

Our growth strategy requires liquidity to support capital investments.

Our growth strategies require liquidity to support capital investments, and in the three months ended March 31, 2026 and 2025 and in the years ended December 31, 2025, 2024 and 2023, we incurred growth capital expenditure of $26.5 million, $13.5 million, $93 million, $60 million and $70 million, respectively, on acquired sites, new sites and existing sites, mainly in relation to the rebranding, remodeling or rebuilding of existing sites, including extensions, minor refits of our existing sites, the change in the operating model of some of our existing sites and the rebranding of our existing sites. We will continue to require capital expenditures to grow our portfolio by, among other things, rebranding existing sites, setting up new-to-industry sites, knocking down and rebuilding sites, converting suitable CONCO sites into COCO sites, acquiring new sites and businesses and investing in programs and technology to consolidate our procurement, sales and marketing and back office functions. We may not be able to make such capital expenditures if we do not generate sufficient cash flow from operations, choose to conserve liquidity by reducing discretionary capital expenditure, do not have funds available for future borrowings or are restricted from incurring additional debt or as a result of a combination of these factors. If we are unable to meet our capital expenditure plans, we may not be able to support our operations or development strategies, which could negatively impact our competitive position and could have a material adverse effect on our business, financial condition and results of operations.

A portion of our costs are fixed, and we may face difficulties in meeting them if our revenue declines.

Our properties require regular maintenance to remain functional and attractive to customers because of the age of certain of our properties and the nature and intensity of our uses of these properties. The costs associated with owning and operating our sites can be significant, some of which may not allow for discretion as to timing of such maintenance capital expenditure. Although we strive to retain flexibility in our staffing, maintaining and managing our forecourts requires certain minimum staffing levels. As a result, expenses related to our leases and employee salaries and benefits constitute our primary fixed and semi-fixed costs. If we cannot generate free cash flow from operations necessary to cover the fixed costs arising from maintaining our properties and minimum staffing levels, this could have a material adverse effect on our business, financial condition and results of operations.

 

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If various national minimum wage, national living wage and holiday pay rules and regulations change or are interpreted differently, our staff costs will increase, which may have a material adverse effect on our business, financial condition and results of operations.

Our staff costs are affected by a number of factors, including the availability of qualified personnel, changes in service models, budgetary pressures, national living wage and other minimum wage regulation and contractual requirements imposed by the jurisdictions in which we operate. Increases in minimum wages and amendments to the regulations affecting the cost of labor are expected in many jurisdictions in which we operate and could increase our expenses. In addition, we have recently experienced high inflation and wage growth in all the markets in which we operate, which has increased our labor costs.

If we are unable to raise the prices of our goods and services or reduce the hours worked by our staff to adequately offset these expenses, increases in wage growth, minimum wages or changes to regulations increasing the cost of labor could have a material adverse effect on our business, financial condition and results of operations.

Ownership and leasing of a broad portfolio of real estate exposes us to potential losses and liabilities.

The property market is subject to fluctuations in value. For our concession sites located in Benelux, we are required to bid for our rights to the site, and if we win the respective bid, we have the right to operate the site according to the terms of our bid. In the case of our leasehold properties, rents may increase such that they affect the economic viability of one or more of such properties. Further, as leases of certain of our sites expire, we may be unable to negotiate a new lease or lease extension, either on commercially acceptable terms, or at all, which could cause us to close our sites in desirable locations. For instance, certain of our leasehold properties are or may in the future become subject to disputes between us and the landlords of those leasehold properties. In some cases, our landlords may be required to provide consent before we are able to refurbish, rebuild or make other changes to the formats at certain of our sites. Additionally, certain of our properties are, and may in the future become, subject to disputes between us and the landowners of adjacent properties. Our inability to successfully resolve disputes between us and the landlords of our leasehold sites, or between us and the landowners of adjacent sites, could result in a material adverse effect on our business, financial condition and results of operations.

Disruptions in the financial markets, uncertain economic conditions, changes in interest rates and yields on government bonds and recent inflationary pressure could adversely affect the value of our real estate, which is subject to fluctuation.

The property market is subject to fluctuations in value, and the value of our real estate portfolio is strongly correlated to the broader commercial real estate market. Any downturn in the property market can lead to a sustained reduction in our freehold and long leasehold property values over time. There can be no certainty that property values will recover from any downturn at any time, or at all. The commercial real estate market is highly correlated with the level of interest rates and the yields on government debt, which in certain markets may be used as a benchmark to price commercial mortgages. Increases in interest rates in the regions in which we operate may increase the cost of commercial mortgages in those markets. Yields on corporate bonds issued by real estate investment trusts and other large institutional property investors may also increase. Any of these factors could adversely affect the value of our real estate, which could result in a material adverse effect on our business, financial condition and results of operations.

Valuations and appraisals of our properties and real estate-related assets are estimates of value and may not necessarily correspond to realizable value.

The valuation methodologies used to value our properties and certain real estate-related assets involve subjective judgments regarding such factors as comparable sales, rental revenue and operating expense data, known contingencies, the capitalization or discount rate, and projections of future rent and expenses based on

 

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appropriate analysis. As a result, valuations and appraisals of our properties and real estate-related assets are only estimates of current market value and are based on various assumptions. Ultimate realization of the value of an asset or liability depends largely on economic and other conditions beyond our control and other parties involved in the valuation of our assets and liabilities. Further, these valuations may not necessarily represent the price at which an asset or liability would be sold, because market prices of assets and liabilities can only be determined by negotiation between a willing buyer and seller. Therefore, the valuations of our real estate portfolio may not correspond to the timely realizable value upon a sale of those assets and liabilities.

Currency exchange rates may have an impact on our business, financial condition and results of operations.

Our results of operations are subject to foreign currency translation and transaction effects because we have operations in Germany, Benelux and the U.S., which are and will be conducted primarily in the respective local currency, and because we source products from suppliers worldwide. Our results of operations may be affected by both the transaction effects and the translation effects of foreign currency exchange rate fluctuations.

When we are required to pay our debt, purchase fuel, meet our fixed costs or pay for services in currencies outside of our respective operations’ jurisdictions, we are exposed to unrealized and realized gains and losses due to foreign exchange, depending on fluctuations in exchange rates. For example, in Europe we purchase a portion of our fuel under our fuel supply agreements in U.S. dollars, but we sell fuel to our customers in euros. Where we are unable to match sales received in foreign currencies with costs paid in the same currency, our results of operations are consequently impacted by currency exchange rate fluctuations. In addition, our business may be negatively affected if foreign currency movements provide non-local suppliers with competitive pricing advantages.

In addition, we have or may have in the future intra-group and external loans where the denomination of the loan is in a currency other than the U.S. dollar. As of March 31, 2026, December 31, 2025, 2024 and 2023, 40.2%, 44.3%, 39.1% and 48.10%, respectively, of our third-party debt was denominated in a currency other than the U.S. dollar. Exchange rates between the U.S. dollar and the pound sterling and euro can be volatile, and fluctuations in these and other currencies in which we operate now and, in the future, may have a substantial effect on our financial statements due to related gains or losses resulting from the conversion into U.S. dollar of foreign currency-denominated monetary assets and liabilities.

We are also exposed to foreign exchange risk through the translation of the financial statements from our functional currencies to the U.S. dollar. Our income and expenses are reported in the relevant local currency and translated into the U.S. dollar at the applicable currency exchange rate for inclusion in our consolidated financial statements. Therefore, our financial results in any given period are materially affected by fluctuations in the value of the U.S. dollar relative to the other currencies in which we have costs and expenses. These translations could significantly affect the comparability of our results between financial periods and result in significant changes to the carrying value of our assets, liabilities and equity. The U.S. dollar’s relative strength against the currencies in other countries in which we operate means that, among other things, our foreign revenue, profit and EBITDA for the period, which are reported to our investors in U.S. dollars, will be lower than if the U.S. dollar were stronger relative to those currencies.

We continuously evaluate appropriate hedging strategies to offset the impact of foreign currency fluctuations on our cash flows and/or earnings. Our hedging practices, including the natural hedge of our matched earnings split against cash flows and debts, may not completely insulate us from currency exchange risks and may involve costs and risks of their own since hedging involves speculation and significant judgment. Forward contracts are also used in merger and acquisition transactions to mitigate potential exchange rate movement between signature and completion of either a significant acquisition or disposal. Our hedging activities therefore could have a material adverse effect on our business, financial condition and results of operations.

 

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Evolving ESG regulatory requirements may increase compliance costs and impact our business.

There has been increased focus by regulators, consumers, investors, employees and other stakeholders, as well as by governmental and non-governmental organizations, on ESG matters. We expect to be subject to expanding and increasingly complex regulatory requirements regarding ESG topics in the jurisdictions in which we operate, including in relation to reporting, diligence, and disclosure. These requirements are rapidly evolving, including with respect to changing frequency of enforcement actions or investigations by various governmental and regulatory agencies and increased litigation risk from private parties and non-governmental organizations. This may increase the ongoing costs of compliance, and could have a material adverse effect on our business, financial condition and results of operations.

In addition, recent developments in certain jurisdictions have led to increased regulatory, political and stakeholder scrutiny of ESG initiatives, with certain stakeholders, including regulators, actively opposing or seeking to restrict the consideration of ESG factors in investment or business decisions. As regulatory requirements continue to evolve, and at times may conflict across the different jurisdictions in which we operate, addressing these developments may entail additional costs, and failure to successfully navigate such requirements may result in increased risks of regulatory enforcement, litigation, or reputational harm, which could have a material adverse effect on our business, financial condition and results of operations.

Food safety issues and food-borne illness, whether actual or reported, or the failure to comply with applicable regulations relating to the transportation, storage, preparation or service of food, may adversely effect our business and reputation.

Food safety, food traceability and hygiene are top priorities in our Grocery & Merchandise and Foodservice operations, notably at our commissary and culinary center in Westborough and with our partnership with Krispy Krunchy Chicken, and we dedicate substantial resources to ensure that our customers enjoy safe, quality food products in a clean environment. Food-related risks to the health of our customers can arise from our supply and logistics chain, which we cannot always control, at our Grocery & Merchandise stores and Foodservice outlets and concessions, including those directly and indirectly owned or managed by us. Instances or reports, whether verified or not, of food safety issues, such as food-borne illnesses (including allergic reactions by customers), food tampering, food contamination or mislabeling, during growing, manufacturing, packaging, transportation, storage or preparation, have in the past significantly damaged the reputations and impacted the sales of companies in the food processing, grocery, quick service and “fast casual” restaurant sectors, and could affect us as well. In addition, instances of food-borne illness, food tampering, food contamination or mislabeling occurring at our own or other franchised stores of our brand partners could also impact our sales volume and revenue as a result of negative publicity about the food service industry generally.

Although we and our partners maintain operational controls and provide employee training at our locations aimed at preventing food-borne illnesses, food tampering and other food safety issues, we can provide no assurance that these measures will be sufficient to prevent these issues. In recent years, our acquisition of proprietary foodservices brands and our current partnership with Krispy Krunchy Chicken, as well as evolution of consumer preferences towards a higher standard for food safety, have led to an increase in the risks associated with food preparation and storage. Any report or publicity linking us, one of our partners or their brands to instances of food-borne illness or other food safety issues, including food tampering, contamination or mislabeling, could adversely affect customer footfall at our sites or the reputation of the brands we offer which could have a material adverse effect on our business, financial condition and results of operations. For instance, if these or other food safety issues were to arise in connection with food produced at our food service production facility, we could be forced to withdraw or recall the affected products, destroy our inventory or temporarily close the facility.

Any actual or alleged illness (including allergic reactions) or other harm stemming from food safety issues at our locations or our production facility could lead to litigation or regulatory action. Any significant lawsuit or widespread product recall or other events leading to the loss of consumer confidence in the safety and quality of

 

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our proprietary brands or those of our partners could damage our reputation and the value of our brand and could negatively impact our sales, profitability and prospects for growth. In addition, product recalls are difficult to foresee and prepare for and, in the event we are required to recall one or more of our products, such recall may result in loss of sales due to unavailability of our products and may take up a significant amount of our management’s time and attention.

Product liability, product recall or other product safety or labeling claims could adversely affect our business, reputation and financial performance.

We are dependent on our vendors to ensure that the products we buy from them comply with applicable product safety and labeling laws and regulations and to inform us of all applicable restrictions on the sale of such products. Nonetheless, product liability, personal injury or other claims may be asserted against us relating to product contamination, tampering, expiration, mislabeling, recall and other safety or labeling issues, including those relating to products that we may self-distribute.

We seek but may not be successful in obtaining contractual indemnification and insurance coverage from our vendors. If we do not have adequate contractual indemnification or insurance available, such claims could materially adversely affect our business, financial condition and results of operations. Our ability to obtain indemnification from foreign vendors may be hindered by our ability to obtain jurisdiction over them to enforce contractual obligations. Even with adequate insurance and indemnification, such claims could significantly harm our reputation and consumer confidence in our products and we could incur significant litigation expenses, which also could materially affect our results of operations even if a product liability claim is unsuccessful or not fully pursued.

Our operations are subject to operational hazards, and our insurance coverage may not be sufficient to cover our losses.

Our operations are subject to operational hazards and unforeseen interruptions such as natural disasters, adverse weather, accidents, fires, explosions, hazardous materials releases, mechanical failures, disruptions in supply infrastructure or logistics and other events beyond our control. If any of these events were to occur, we could incur substantial losses in connection with claims alleging personal injury or loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental or natural resource damages, which could result in us incurring significant unbudgeted costs or in curtailment or suspension of our related operations.

Each of our insurance policies is subject to certain limitations. We are not fully insured against all risks inherent to our business and we may face liabilities or losses that are not adequately covered by our insurance. Further, our insurance policies might provide high deductibles (or excess payments), which could impose a significant strain on our capital before we are able to recover under our insurance policies. Additionally, if we make claims under our insurance policies, we could face higher premiums or be unable to renew or purchase new insurance in the future. Each of our insurance policies includes a variety of requirements and conditions that we must satisfy to maintain our coverage or to receive payment under an insurance policy. There is no assurance that we be in compliance with the requirements and conditions of our insurance policy at all times in the future. If we are not in compliance with the requirements or conditions of an insurance policy or if we lack sufficient coverage under an insurance policy for our claims, we may be completely denied coverage for our claim or only be inadequately insured. Such inadequate insurance coverage could result in a material adverse effect on our business, financial condition and results of operations.

A loss of key personnel or of our ability to attract and retain experienced members of management, qualified employees and other key personnel could adversely affect our business.

Our success depends on both our ability to retain members of our senior management, many of whom have significant experience in our business and industry, and our ability to attract and retain a workforce that includes

 

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experienced marketing, finance and operating personnel. Such potential changes to our senior management could harm our business operations and culture and there can be no assurance that we would be able to promptly fill any gaps left by these resignations. There can further be no assurance that we will continue to attract or retain the qualified personnel, with the required skills, needed for our business. Our failure to recruit and retain key personnel or qualified employees could have a material adverse effect on our business, financial condition and results of operations.

Failure to maintain good employee relations may affect our operations and the success of our business.

As of December 31, 2025, we had 32,252 employees located across the regions in which we operate, with approximately 49% of our workforce located in Europe and approximately 51% in the U.S. A portion of our European and U.S. employees are members of trade unions and work councils. There is no assurance that other groups of our employees will not unionize in the future. Certain of our employees are also covered by national collective bargaining agreements and company-level agreements. These agreements typically complement applicable statutory provisions in respect of, among other things, the general working conditions of our employees such as working time, holidays, termination, retirement, welfare and incentives. National collective bargaining agreements and Cumberland Farms-specific agreements also contain provisions that could affect our ability to restructure our operations and facilities, terminate employees or outsource certain services. We may not be able to extend existing agreements, renew them on their current terms, or, upon the expiration of such agreements, negotiate such agreements in a favorable and timely manner or without work stoppages, strikes or similar industrial actions. We may also become subject to additional or amended agreements, which may increase our operating costs and have an adverse effect on our business, financial condition and results of operations.

Consultations with works councils, strikes, similar industrial actions or other disturbances by our workforce, particularly where there are union delegates, could disrupt or delay our operations, including the integration of an acquired business into our Company, result in a loss of reputation, increased wages and benefits or otherwise have a material adverse effect on our business, financial condition and results of operations.

Maintaining good relationships with our employees, unions and other employee representatives is crucial to our ability to successfully operate our business. As we are continuously restructuring our workforce to achieve productivity gains, including through staff reductions as part of our initiatives on cost saving synergies, our relationships with our employees, unions and other employee representatives may become strained. Any deterioration of these relationships could have a material adverse effect on our business, financial condition and results of operations.

We are also exposed to risks involving the workforce of our third-party suppliers and partners. In particular, a labor stoppage or other interruption at one of our suppliers or partners would impact our ability to supply our sites and could have a more pronounced effect on our operations as a result. As we do not directly control our suppliers and partners or their operations, we have no control over and limited information on labor relations between our suppliers and partners and their respective workforces.

Changes in credit and debit card provider requirements, payment methodologies or applicable regulations could adversely affect our business.

A substantial portion of our sales is made to customers who pay for their purchases with credit or debit cards rather than cash, and a growing number of our customers may be using contactless payment options through Apple Pay, Google Pay or similar technologies. As a result, we are exposed to a variety of risks associated with credit and debit cards and existing and potential new contactless payment methods. For credit and debit card payments, including through Apple Pay and similar technologies, we pay interchange and other fees. These fees may increase over time and therefore increase our operating expenses and adversely affect our results of operations. We are also subject to payment card association operating rules, certification requirements

 

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and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. We can also be subject to fraud and other crimes related to the unauthorized use of credit and debit card information of our customers, which could harm our reputation and subject us to expensive and time-consuming litigation. Any failure to comply with applicable operating rules, requirements or regulations may subject us to fines and higher transaction fees, the loss of our ability to accept credit and debit card and contactless payments from our customers or the cessation of payments from credit and debit card and contactless payment providers to us for purchases already made. We may also experience disruptions or other difficulties with credit card providers or electronic payment systems, which may cause difficulties for us and our customers. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

A disruption in our equipment or information technology systems could adversely affect our operations.

The timely development, implementation and continuous and uninterrupted performance of our fueling equipment, enterprise management software, payment systems, point of sale systems, business intelligence tools, hardware, network, applications, website and other systems, including those which may be provided by third parties, are important factors in our delivery of products and services to customers. Our ability to protect our equipment and systems against unexpected adverse events is a key factor in continuing to offer consumers our full range of products and services in an uninterrupted manner. Our equipment and systems are vulnerable to harm or interruption from a variety of sources, many of which are not within our control, such as mechanical malfunction, power loss, internet and telecommunications failures, software and hardware errors, failures, defects or crashes, computer viruses, malware and similar disruptive problems, fire, flood and other natural disasters, attacks or security breaches carried out by hackers or criminals, card fraud cases and problems with the performance of third-party suppliers. These and other related problems could result in delays or disruptions in the supply and delivery of our products, problems maintaining or upgrading our equipment and systems, customer dissatisfaction, harm to our reputation, fines and penalties or unanticipated capital expenditures or trade losses, each of which could have a material adverse effect on our business, financial condition and results of operations. See “—Risks Relating to Legal, Regulatory and Tax Matters—Our failure to adequately protect our sensitive information, operational technology systems and critical data and our service providers’ failure to protect their systems and data could have a material adverse effect on us.”

Robbery, shop crime and fraud in our stores may adversely affect us.

We have been the target of robberies, burglaries, theft, fraud, embezzlement by our employees and other forms of crime. For example, in certain parts of our Fuel and Grocery & Merchandise operations, we have experienced relatively high level of store thefts. Despite our efforts to reduce our exposure to such crimes, for instance through security guards or security cameras on our sites, we expect to continue to be exposed to such crimes and new forms of crime. There can be no assurance that our current or future efforts to counteract crimes will be effective or that the cost of such efforts will not increase. Further, any crime we become victim of may give rise to litigation and related costs, including reputational costs and the costs linked to the diversion of the attention from our management team from day-to-day operations of our business.

In addition, we could also face substantial losses due to the fraudulent use of third-party fuel cards that we accept at our sites. A single significant incident of fraud, or increases in the overall level of fraud, involving these third-party fuel cards may be sufficient to result in significant reputational damage to us or could lead to the imposition of regulatory sanctions. Our inability to control and reduce robberies, whether intentional or not, burglaries, fraud, embezzlement or other forms of crime in a cost effective manner could have a material adverse impact on our business, financial condition and results of operations.

 

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Our operating results are subject to operational hazards and risks, and unfavorable or extreme conditions can adversely impact our business.

The demand for our Grocery & Merchandise, Foodservice and Fuel products is generally higher during the summer months than during the winter months because of increased road traffic during that period. Any reduced traffic linked to unfavorable weather conditions during summer, including, for example, tornadoes, thunderstorms and flooding, could have a material adverse impact on our sales and, therefore, on our business, financial condition and results of operations. In addition, unfavorable weather conditions, for instance, snowstorms in the winter, may also negatively affect customer demand for our products and prevent customers and suppliers from having access to our sites. Unfavorable weather conditions in the winter could therefore also have a material adverse effect on our business, financial condition and results of operations. Further unexpected and extreme conditions such as terrorist activities or political instability that are outside of our control could also have an adverse effect on our business, financial condition and results of operations. In addition, we have approximately 3,200 sites across our network. A significant portion of our U.S. sites are in the Northeastern part of the U.S. and Florida. These regions are particularly susceptible to severe weather conditions and severe storms, including hurricanes, thunderstorms, extended periods of rain, ice storms and heavy snow, the quality and severity of which may be exacerbated due to climate change. Additionally, a portion of our sites are in European regions that have recently suffered from droughts and heat waves. Such inclement weather conditions could damage our properties, affect the operations of our suppliers or could have a significant impact on consumer behavior, travel and convenience retailer traffic patterns, as well as our ability to operate our stores. We could also be affected by regional supply or distribution disruptions, such as energy shortages or increases in energy prices, fires or other natural disasters. Besides these more obvious consequences of severe weather, our ability to obtain insurance for these locations and the related cost of such insurance, may also affect our business, financial condition and results of operations. We may also be directly or indirectly impacted by new or evolving public policies, civil defense plans, and emergency management protocols implemented by federal, state, or local agencies designed to mitigate or adapt to the impacts of severe weather or climate change.

As we store fuel in storage tanks (including underground storage tanks) at our sites, our operations are subject to other significant hazards and risks inherent in storing fuel, such as spills, discharges and other releases, mechanical equipment failures, industrial accidents and explosions. Due to the often unexpected nature of these and other events, we might not be able to adequately prepare or mitigate the damages and disruptions to our business that are linked to these events. These events could disrupt or prevent us from performing functions at the corporate level, cause our fuel depots to get destroyed or damaged, damage or destroy infrastructure at our sites, result in environmental pollution, cause personal injury or death (and result in associated claims), subject us to governmentally imposed fines or cleanup obligations, disrupt our equipment or information technology, disrupt fuel supplies, increase fuel costs, decrease the value of our properties, affect national and regional economies and reduce footfall at our sites. As a result, these events could make it difficult or impossible for us to operate our business and could have a material adverse effect on our business, financial condition and results of operations.

Further, the widespread outbreak of an illness or any other public health crisis could adversely affect our business, results of operations and financial condition. Changes in general economic and other impacts in response to such outbreak, including a decline in vehicle travel distance, whether self-imposed or due to governmental or other authority, could materially impact financial results and may include temporary closure of facilities, temporary or long-term restrictions on cross-border commerce and travel, greater currency volatility, and increased risks to information technology systems, networks and digital services. Under these uncertain economic conditions, our business, financial condition and results of operations may be materially adversely affected.

Pandemics or disease outbreaks, responsive actions taken by governments and others to mitigate their spread, and guest behavior in response to these events, have, and may in the future, adversely affect our business operations, supply chain and financial results.

Pandemics or disease outbreaks have had, and may continue to have, adverse impacts on our business. These include, but are not limited to, decreased store traffic and changed guest behavior, decreased demand for

 

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our fuel, prepared food and other convenience offerings, decreased or slowed unit/store growth, issues with our supply chain including difficulties delivering products to our stores and obtaining certain items sold at our stores, issues with respect to our employees’ health, working hours and/or ability to perform their duties, and increased costs to us in response to these conditions and to protect the health and safety of our employees and guests.

In addition, the general economic and other impacts related to responsive actions taken by governments and others to mitigate the spread of pandemics or disease outbreaks, including but not limited to stay-at-home, shelter-in-place and other travel restrictions, social distancing requirements, mask mandates, limitations on certain businesses’ hours and operations, limits on public gatherings and other events, and restrictions on what, and in certain cases how, certain products can be sold and offered to our guests, have, and may continue to, result in declines in store traffic and overall demand, increased operating costs, and decreased or slower unit/store growth. Further, although our business was deemed an “essential service” by many public authorities throughout the COVID-19 pandemic, allowing our operations to continue (in some cases in a modified manner), there are no guarantees the designation will continue, or be applied during a future pandemic or disease outbreak, which would require us to reduce our operations and potentially close stores for an undetermined period of time.

We are subject to physical and transition risks related to climate change.

Climate change is expected to cause an increasing number of acute, chronic, and extreme weather events, which may pose risks to our sites, our operations, and value chain. The physical risks of climate change include both acute events, such as increased frequency and intensity of storms, wildfires, and flooding, and chronic changes, such as prolonged periods of drought, which could cause damage to our assets or disrupt our operations or supply chain. The increasing prevalence of such climate-related phenomena could damage our properties, affect the operations of our suppliers, or have a significant impact on consumer behavior or preferences, travel patterns, and customer traffic at our locations.

Our operations may be adversely affected by business interruption resulting from climate-related events, including temporary or long-term disruptions to our supply chain. Climate-related disruptions may adversely affect our results of operations due to increased costs, damage to our retail sites and distribution facilities, and potential interruption of fuel supplies. While we may take actions from time to time to mitigate associated risks, we cannot guarantee that such efforts will be successful. For example, an increase in the frequency and intensity of climate change-related events may adversely impact the availability or cost of insurance, and our insurance coverage may not be sufficient to cover all losses arising from climate-related events.

We also face transition risks arising from existing and emerging laws, regulations and policies related to climate change and decarbonisation. Developments in policy, law, regulation, technology, markets and societal and consumer sentiment related to climate change, including a shift in certain jurisdictions towards low-carbon transportation solutions such as EVs, plug-in hybrid vehicles, and alternative fuel technology, may reduce reliance on traditional motor fuels and adversely affect our fuel sales volumes. A number of regulations have emerged globally to address climate change, including efforts aimed at tracking or reducing greenhouse gas emissions, as well as requirements for the assessment and disclosure of greenhouse gas emissions and climate change-related risks, and any future laws and regulations imposing reporting obligations on, or limiting emissions from, our operations or our value chain could require us to incur costs to reduce or measure emissions, including in relation to the products we sell. Furthermore, as certain governments pursue decarbonisation-related policies through expanded regulatory measures, we may experience declining demand for conventional fossil fuels, increased compliance and infrastructure costs, and competitive pressure from those who provide alternatives to such fuels, any of which may have a material adverse effect on our results of operations and financial condition.

We have recorded a significant amount of goodwill and we may never realize the full value thereof.

We have recorded a significant amount of goodwill in relation to our acquisitions. This amount of goodwill on our balance sheet may further increase in connection with acquisitions we complete in the future. Total goodwill,

 

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which represents the excess of cost over the fair value of the net assets of businesses was $4,520 million, $4,555 million, $4,375 million and $4,491 million as of March 31, 2026, December 31, 2025, 2024 and 2023 or 38%, 37%, 39% and 38%, respectively, of our total assets. We test annually whether goodwill and property, plant and equipment have suffered any impairment. Impairment may result from, among other things, deterioration in our performance, a decline in expected future cash flows, adverse market conditions, adverse changes in applicable laws and regulations (including changes that restrict our activities or affect the services we provide) and a variety of other factors. Significant judgment is involved in estimating expected cash flows and fair value. Our estimates are based on historical and projected operating performance, recent market transactions and current industry trading multiples. We may incur significant impairment in the future, due in part to the expected decline in the importance of fossil fuels over the years and the risk of obsolescence. Such charges may result in material reductions in our income and equity and could have a material adverse effect on our results of operations and financial condition.

Failure to obtain, maintain, protect, defend and enforce our intellectual property rights could adversely affect our business, financial condition and results of operations.

We regard the protection of our trade secrets, copyrights, trademarks, domain names and other intellectual property rights as important to our success. We rely and expect to continue to rely on a combination of trademark, copyright, and trade secret protection and unfair competition laws, as well as confidentiality and other agreements with our contractors, consultants, vendors, service providers, customers and other third parties with whom we have relationships, to obtain, maintain, protect, defend and enforce our intellectual property and proprietary rights.

The steps we take to protect our intellectual property and proprietary rights, including physical, digital and operational protections of our confidential information, contractual obligations of confidentiality, assignment agreements with our contractors and other third parties, license agreements, the prosecution, defense, enforcement, protection and maintenance of registrations and applications for registration of intellectual property rights and the defense and enforcement of common law rights, require significant resources and may be inadequate. Given the costs and expenses of obtaining, maintaining, protecting, defending and enforcing our intellectual property rights, we may choose not to obtain, maintain, protect, defend or enforce certain intellectual property rights that later turn out to be important. We cannot guarantee that our efforts to obtain, maintain, protect, defend or enforce our intellectual property rights are adequate or that we have secured, or will be able to secure, appropriate permissions or protections for all of the intellectual property rights we use or rely on.

We rely on registered and unregistered trademarks, service marks and other indications of source or quality to distinguish our products and services from the products and services of our competitors. Our registered or unregistered trademarks may be challenged, infringed, diluted, circumvented, misappropriated or otherwise violated or declared invalid or unenforceable or determined to be infringing on or dilutive of other marks. Our domain names and social media handles may also be misappropriated or otherwise misused. Our loss of rights in any of our trademarks could force us to rebrand our products and services, which could result in loss of goodwill and brand recognition, and require additional advertising and marketing expenditures. Further, at times, competitors may adopt trade names, trademarks, domain names or social media handles similar to ours, thereby impeding our ability to build, maintain or extend brand identity and possibly leading to market confusion or brand dilution. Furthermore, we may be unable to prevent the misappropriation or disclosure of our trade secrets or other confidential proprietary information or deter independent development of similar products or services by others, which may diminish the value of our brand and other intangible assets and allow competitors to more effectively mimic our products and services. Moreover, monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our intellectual property, trade secrets or confidential information will be effective. Litigation may become necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. The outcome of litigation is inherently uncertain and it may not be successful. Any litigation, regardless of outcome, could be lengthy and result in substantial costs and the diversion of time and attention of our management teams. Furthermore, our efforts to enforce our intellectual property and proprietary rights may be met with defenses, counterclaims, and countersuits attacking the ownership,

 

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scope, validity and enforceability of our intellectual property rights. If such defenses, counterclaims, or countersuits are successful, we could lose valuable intellectual property rights.

Furthermore, effective intellectual property rights protection may not be available or may not be sought in every country in which our products are made available. We may not be able to obtain, maintain, protect, defend or enforce our intellectual property rights in every foreign jurisdiction in which we operate. The legal systems of certain countries do not favor the enforcement of patents, trademarks, copyrights, trade secrets and other intellectual property rights, which could make it difficult for us to stop the infringement, misappropriation, dilution or other violation of our intellectual property or marketing of competing products in violation of our intellectual property rights generally. Any of the foregoing could adversely affect our business, financial condition and results of operations.

The confidentiality and/or invention assignment agreements that we enter into with our consultants, contractors and other third parties with access to our confidential information or involved in the development of intellectual property for us may not provide meaningful protection for our trade secrets or other confidential proprietary information, which could adversely affect our business, financial condition and results of operations.

We rely on trade secret laws and confidentiality agreements to protect our trade secrets, know-how and other confidential proprietary information, and to maintain our competitive position. Trade secrets and know-how, however, can be difficult to protect. We seek to protect our trade secrets, know-how and other confidential proprietary information in part by entering into non-disclosure and confidentiality agreements with third parties who have access to them where appropriate, such as our contractors, advisors, and other third parties. We also have a policy of entering into invention assignment agreements with our contractors, consultants, and other third parties who develop intellectual property on our behalf. The confidentiality agreements are designed to protect our proprietary information and, in the case of agreements or clauses containing invention assignment, to grant us ownership of intellectual property that is developed through a relationship with third parties. These agreements, however, may not be self-executing or otherwise sufficient, may be limited as to their term, and may not provide meaningful protection against the unauthorized use, misappropriation or disclosure of our trade secrets or other confidential information, and adequate remedies may not exist if unauthorized use or disclosure were to occur. Such agreements may not, for example, in the case of misappropriation of a trade secret by a consultant, or other third party with authorized access, provide adequate protection for our proprietary information, and the recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, trade secrets may otherwise become known or be independently developed by others, including our competitors, in a manner that could prevent legal recourse by us. Further, we do not generally enter into confidentiality or invention assignment agreements with our employees, and we cannot guarantee that we have entered or will in the future enter into such agreements with each third party that has or may have had access to our trade secrets or proprietary information. Individuals executing agreements with us may also have preexisting or competing obligations to third parties, and thus an agreement with us may be ineffective in perfecting ownership of intellectual property developed by those individuals. We may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Any unauthorized disclosure or use of our trade secrets, know-how or other confidential proprietary information could have a material adverse effect on our business, results of operations, and financial condition.

Intellectual property infringement claims or litigation could result in reputational damage and significant costs, and could adversely affect our business, financial condition and results of operations.

Our success depends on our ability to commercialize our products and conduct our business without infringing, misappropriating or otherwise violating any intellectual property owned by third parties. We have in the past and may in the future be subject to litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. In addition, we may be subject to claims that we or our employees, contractors, consultants, vendors or service providers have inadvertently or otherwise used or disclosed intellectual property, including

 

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copyrighted materials, trade secrets or other proprietary information, of a former employer or other third parties. Litigation may be necessary to defend against these claims, and if we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our common stock. As we gain greater public recognition, we may face a higher risk of being the subject of intellectual property claims. Any intellectual property claims against us, with or without merit, could be time consuming and expensive to settle or litigate and could divert the attention of our senior management team. Many potential litigants, including some of our competitors and patent holding companies, have the ability to dedicate substantial resources to enforcing their intellectual property rights. Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or proprietary information could be compromised by disclosure during this type of litigation.

Any claims successfully brought against us could subject us to significant liability for damages, legal fees, settlement payments, license or royalty payments and other costs or damages, including treble damages if we are found to have willfully infringed certain types of intellectual property, and we may be required to rebrand our products or services, destroy inventory, or stop using technology or other intellectual property alleged to be in violation of a third party’s rights. We also might be required to seek a license for third-party intellectual property. Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. Even if a license is available, we could be required to pay significant royalties or submit to unreasonable terms, which would increase our operating expenses. If we cannot obtain a license for any allegedly infringing aspect of our business, we may be forced to limit our products and services and may be unable to compete effectively. In addition, some of our agreements with our partners and other third parties require us to indemnify them for certain intellectual property claims against them, which could require us to incur considerable costs in defending such claims and may require us to pay significant damages in the event of an adverse ruling. Such third parties may also discontinue their relationships with us as a result of injunctions or otherwise, which could result in loss of revenue and adversely impact our business operations. Any of these results could adversely affect our business, financial condition and results of operations.

Our introduction and use of AI may not be successful and may present business, compliance and reputational challenges, which could lead to operational or reputational damage, competitive harm, legal and regulatory risk and additional costs.

The use of AI, a relatively new and emerging technology in the early stages of commercial use, exposes us to risks, such as damage to our reputation, competitive position, and business, legal and regulatory risks and additional costs. For example, AI has been known to produce false or “hallucinatory” inferences or output, and certain AI tools can create inaccurate, incomplete, or misleading content, unintended biases and other discriminatory or unexpected results, errors or inadequacies, any of which may not be easily detectable by us or any of our related service providers. Accordingly, while AI may help provide more tailored or personalized user experiences, if the content, analyses, or recommendations that AI systems assist in producing are, or are perceived to be, deficient, inaccurate, biased, unethical or otherwise flawed, our reputation, competitive position and business may be materially and adversely affected. Any of the foregoing and any similar issues, whether actual or perceived, could negatively impact our customers’ experiences. This in turn could damage our brand, reputation, competitive position and business. Additionally, if any of our employees, contractors, consultants, vendors or service providers use any third-party AI-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure or incorporation of our confidential information into publicly available training sets, which may impact our ability to realize the benefit of, or adequately obtain, maintain, defend, protect and enforce our intellectual property or confidential information, harming our competitive position and business. Our ability to mitigate risks associated with disclosure of our confidential information, including in connection with AI, will depend on our implementation, maintenance, monitoring and enforcement of appropriate technical and administrative safeguards, policies and procedures governing the use of AI in our business. In addition, the use of AI has resulted in, and may in the future result in, cyber incidents or attacks or disruptions that implicate the personal data of clients of AI systems. To the

 

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extent that we do not have sufficient rights to use the data or other material or content used in or produced by the AI tools used in our business, or if we experience cyber incidents or attacks in connection with our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, data protection, cybersecurity and privacy, publicity, contractual or other rights. Further, our competitors or other third parties may use AI in their business and operations more quickly or more successfully than us, which could impair our ability to compete effectively.

As the utilization of AI becomes more prevalent, we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, legal, competitive and regulatory issues, among others. Regulation of AI is rapidly evolving worldwide as legislators and regulators are increasingly focused on this emerging technology. The technologies underlying AI and its uses are already subject to a variety of laws and regulations, including intellectual property, privacy, data protection and cybersecurity, consumer protection, competition and equal opportunity laws and regulations, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. In particular, our use of data analytics and related technologies in connection with pricing and customer loyalty and promotional programs may be subject to evolving regulatory requirements and heightened scrutiny under consumer protection and competition laws in the jurisdictions in which we operate. Changes in the regulatory landscape governing algorithmic pricing or the use of consumer data for personalized marketing could require us to modify our pricing or promotional practices, which could affect our competitive position, margins, or the effectiveness of our customer engagement programs. AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their platform moderation and privacy, data protection and cybersecurity laws and regulations to AI or are considering general legal frameworks for AI. It is possible that we will not be able to anticipate how to respond to these rapidly evolving frameworks, and we could be required to expend resources to adjust our business and operations in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI. We expect that our incorporation of AI in our business will require additional resources, including the incurrence of additional costs, to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and regulations, to maintain or extend our competitive position, and to address any ethical, reputational, technical, operational, legal, competitive or regulatory issues which may arise as a result of any of the foregoing. As a result, the challenges presented with our use of AI could adversely affect our business, financial condition and results of operations.

Risks Relating to Legal, Regulatory and Tax Matters

We are subject to extensive regulation and legislation which could adversely affect our business.

The sector in which we operate is subject to extensive regulation in the jurisdictions in which we operate, and any changes to applicable regulations may adversely affect our business, including accounting, tax, corporate governance, licensing, anti-money laundering, bribery and corruption, sanctions, pricing, competition and consumer protection, alcohol and tobacco licensing, sale of fresh and packaged food products, lottery tickets, operation of gaming machines, money orders, hours of service and related commercial trucking regulations, parking, disability and public accessibility regulations, employment and pension, property transfer, as well as other laws and regulations. For example, local planning authorities control the planning for new forecourt development, which is often a lengthy and uncertain process. If these processes become less stringent, we could face increased competition and a reduced market share for us. Certain of our operations also depend on concessions, authorizations, licenses and permits from governmental regulatory agencies in the countries in which we operate, which are subject to expiration, limitation on renewal and various other risks and uncertainties. Our inability to obtain such items, including, for example, highway concessions, or negotiate their renewal on favorable terms could have a material adverse effect on our business, financial condition and results of operations. In addition, any violation of, or inability to comply with, laws, regulations and licenses concerning the sale of alcohol, tobacco, nicotine products, lottery tickets, other age-restricted products and operation of

 

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gaming machines could expose us to regulatory sanctions ranging from monetary fines to the revocation or suspension of our permits and licenses for the sale of such products.

In certain jurisdictions, specific legislation may exist or be enacted which impacts the driving behavior of our customers, including, for example, mandatory routes for goods transit vehicles on which we may not have a presence. In addition, legislative initiatives relating to food safety have increased the risks we face associated with food preparation and storage. Furthermore, pricing for our products and services may be regulated. Any violation of applicable laws and regulations could result in prosecution, penalties, sanctions (including mandatory shut-downs), loss of our licenses, injunctive actions, damages, fines, fees, increased costs of operation and compliance or a reduced ability to compete, among others, any of which could impact our reputation, revenue and profit and have a material adverse effect on our business, financial condition and results of operations.

Likewise, any changes to the laws or restrictions applicable to us and our industry could negatively impact our competitive position and have a material adverse effect on our business, financial condition and results of operations.

The passing of, or changes in, applicable laws or regulations, or evolving interpretations thereof may result in increased compliance costs, capital expenditures and other financial obligations which may impede the production or distribution of our products or the provision of our services, which could materially and adversely affect our business, operating results, financial condition or prospects. For example, many of the products we sell, such as soft drinks, contain sugar. The trend towards increased end-consumer focus on health and fitness, as well as public concerns about obesity, has in recent years led to the consideration by governments of new taxes on certain food and drinks products, including sugar-sweetened drinks. In particular, the governments of many European countries, as well as the authorities of an increasing number of large U.S. cities, such as Philadelphia and San Francisco, have imposed a soft drinks industry levy or other similar tax on soft drink and soft drink companies have been required to pay a charge for drinks with added sugar content. If other authorities take a similar approach to and impose tax, advertisement restrictions or content restrictions on other products with a content of sugar, salt, caffeine, fat, or other ingredients deemed harmful above certain thresholds, or if the competent authorities in other jurisdictions in which we operate introduce similar regulation or taxation, we could incur additional costs to comply. The costs of researching and developing products that fall within any content restrictions that these governments may impose, or the expense of paying any taxes imposed on products on the basis of sugar or other content by percentage (if we are not able to pass through the costs of such taxes), could have a material adverse effect on our operation results. Our operating results would also be adversely affected if consumer demand declined due to price increases or advertisement restrictions, or if legislation were expanded to cover a broader scope of health factors, such as limiting calories or reducing salt-content.

Costs to comply with, or to address liabilities arising under, current and future applicable regulations regarding EHS matters could adversely affect our business and our financial condition.

We, and our operations, properties and products, are subject to various EHS laws and regulations in each of the jurisdictions in which we operate, which have tended to become more stringent over time. These requirements can, among other matters, impose limitations on the discharge of pollutants into the air, soil and water, establish standards for the treatment, storage and disposal of solid and hazardous wastes, require investigation and clean-up of contaminated sites, require the installation of costly pollution control equipment or facilities and set standards for workplace health and safety. We may also be required to obtain EHS permits for certain operations, which are subject to modification and renewal. Failure to comply with these requirements could result in notices of violation or enforcement proceedings against us, which could include sanctions and/or financial penalties.

Certain environmental laws in the jurisdictions in which we operate, including the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and analogous state statutes, can impose joint and several liability for cleanup costs, without regard to fault, on current and former owners and operators of real property that has been impacted by a release of hazardous substances or on persons who have

 

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disposed of, arranged for the disposal of or released hazardous substances into the environment. The Environmental Liability Directive in the EU, and related contaminated land legislation in Member States, Part 2A of the Environmental Protection Act 1990, and other applicable environmental laws, apply similar requirements. In particular, we are, have in the past been, and will in the future be, required to address site-specific conditions, including liabilities for the investigation, cleanup or monitoring of contaminated soil and groundwater associated with our current or former facilities or operations (or those of our predecessors) and we could also be liable for the costs of responding to and remediating releases of hazardous materials migrating off-site from these properties, as well as the restoration of natural resources damaged by such releases, among other things. These site-specific conditions require us to incur costs to bring sites into compliance with applicable laws and regulations, including through participation in a CERCLA Superfund site. Such costs are subject to change as regulatory standards updated and technical assessments are completed, and could be material, whether individually or in the aggregate.

Substantially all our properties have, or in the past had, storage tanks to store motor fuel or petroleum products. The ownership and operation of underground fuel storage tanks is subject to stringent requirements in the jurisdictions in which we operate, which impose requirements regarding monitoring and maintenance, leak detection, corrosion protection, and financial assurance demonstrating the capacity to pay for environmental cleanup associated with underground storage tanks. A substantial number of the existing underground storage tanks have been in service for extended periods and may require replacement or costly upgrades to reduce the risk of leaks that could impact soil or groundwater and result in substantial clean-up obligations or damages. In some instances, we could also be subject to liability for contamination at sites owned or operated by third parties, including as a result of our predecessors’ activities. In connection with the acquisitions we have completed and, in particular, the large proportion of petroleum fueling station sites in our network that we purchased from major fuel distributors, we may not have identified all the potential environmental liabilities associated with these sites, including as a result of historical operations. The cost associated with investigative or remedial actions, in relation to contamination, construction and maintenance of remedial equipment, and clean up and/or decommissioning of sites could be substantial and could have a material adverse effect on our business, financial condition and results of operations. If we do not comply with such environmental requirements, or if we are determined to be legally responsible for the release of hazardous substances, regulatory agencies could seek to impose civil, administrative and/or criminal liabilities in addition to the costs of clean-up. Under some circumstances, private parties could also seek civil liability and damages, including those relating to property or natural resource damage or personal injury or illnesses or injuries allegedly related to exposure to hazardous substances associated with our facilities, operations or products. Environmental liabilities or contamination associated with our properties may also adversely affect our ability to sell, lease, or obtain financing secured by, any such property.

We currently incur substantial operating and capital costs for compliance with EHS and other laws and regulations applicable to our operations, and these costs may increase in the future. See “—Evolving ESG regulatory requirements may increase compliance costs and impact our business” and “—We are subject to physical and transition risks related to climate change.” These costs include, but are not limited to, labor costs, compliance costs, costs related to upgrades of our underground storage tank systems and other regulation-driven upgrade programs that include upgrade of underground storage tank system monitoring equipment. We cannot predict with any certainty our future capital expenditure requirements necessary to comply with applicable EHS laws and regulations due to changing environmental technologies and compliance standards which have tended to become increasingly strict. We also have open environmental liabilities associated with former or current operations, including in the United States and Germany, and adjust our environmental reserves on a periodic basis and budget accordingly each year. From time to time, we could be subject to requests for information, notices of violation or investigations initiated by environmental regulatory agencies relating to our operations and properties. Furthermore, new violations or newly discovered contamination (including contamination caused by prior owners and operators of such sites) could result in additional unanticipated compliance or remediation costs or other liabilities, which could be material.

 

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We also have assumed and provided, and may in the future also assume or provide indemnities for environmental liabilities in acquisitions and divestitures, which could individually or in the aggregate have a material adverse effect on our business, financial condition and results of operations. If the actual costs to address current or future environmental liabilities, including violations under environmental laws, exceed the provisions we have for such matters, the impact may be materially adverse to our business, liquidity or financial condition.

Pending or future litigation and adverse publicity, including litigation and the related publicity concerning food quality, consumer health and other related issues, could result in significant liabilities or litigation costs, cause consumers to avoid our convenience retail locations and adversely affect our financial condition, results of operations and cash flows.

We are subject to numerous risks relating to legal, civil, tax, regulatory and competition proceedings which could develop in the future. Such proceedings could harm our reputation and have a material adverse effect on our business, financial condition and results of operations. We cannot assure you what the ultimate outcome of any proceeding will be. In particular, the nature of our industry exposes us to significant civil and criminal liability for personal injuries and other torts, and our operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. For example, we store, transfer and dispense fuel, the disposal of which is heavily regulated. If we improperly dispose of our fuel stock, including through accidental contamination, we may face heavy litigation from victims who have been harmed by our action or regulatory agencies seeking to prevent such harm. In addition, our convenience retailer operations are characterized by a high volume of guest traffic and thousands of customers and vehicles travel to our forecourts every day, 24 hours per day, 365 days per year, and several of our locations are situated directly adjacent to motorways and highways from which cars enter our premises at high speeds, which increase the likelihood of collisions and explosions. These and other types of harm, including those related to personal liability, product liability, food safety, food-traceability, food-borne illness and hygiene-related concerns, resulting from our operations could cause the injury or death of our employees, our customers and third parties as well as property damage. Additionally, we are occasionally exposed to industry-wide or class-action claims arising from the products we offer or industry-specific business practices. Convenience retailer businesses and other food service operators can be adversely affected by litigation and complaints from guests or government agencies resulting from food quality, illness or other health or environmental concerns. In locations where we serve fresh food, a potential lack of fresh food handling experience among the workforce increases the risk of food-borne illness resulting in litigation and reputational damage. If any such harms were to occur, the consequences for our business could include legal investigations and enforcement, penalties and fines, lawsuits, increased insurance costs, trading losses, service area closures, reduced revenue and criminal charges, such as corporate manslaughter. Adverse publicity about these allegations may harm our reputation and negatively affect us, regardless of whether the allegations are true, by discouraging guests from purchasing fuel, merchandise or food at one or more of our convenience retail locations. We could also incur significant liabilities if a lawsuit or claim results in a decision against us. Even if we are successful in defending such litigation, our litigation costs could be significant, and the litigation may divert time and money away from our operations and adversely affect our performance. Any of these consequences, particularly when taken together and given that our insurance policies may not cover these claims, could have a material adverse effect on our business, financial condition and results of operations.

In addition, we are, and may in the future be, a party to judicial, arbitration and regulatory proceedings that arise in the ordinary course of business, including claims relating to compulsory land purchases by government authorities and claims relating to defects in development projects performed or services rendered. In the event of a compulsory land purchase, we are entitled to compensation equivalent to the full market value of the property, but we may be subject to, or enter into, regulatory proceedings or disputes if we fail to complete a compulsory purchase order or if compensation is less than our assessment of the fair market value. In addition, we rely on third-party contractors to provide construction services, including at our new-to-industry and other freehold sites, and we are exposed to risks in connection with projects carried out by third-party contractors, including construction defects or failure by third-party contractors to repair such construction defects. Failure to resolve

 

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such disputes in a timely or cost-effective manner could have a material adverse effect on our business, financial condition and results of operations.

Compliance with ever evolving federal, state, and foreign laws relating to the handling of information about individuals involves significant expenditure and resources, and any failure by us or our vendors to comply could result in legal liability for us and reputational harm to our business.

We are subject to regulations and data protection and privacy laws in all the jurisdictions in which we operate regarding the use of personal data and debit and credit card data. We collect, process and in some cases store personal data of customers, vendors and employees (some of which may be sensitive) as part of our business and therefore must comply with strict data protection and privacy laws. These requirements, and their application, interpretation and amendment are constantly evolving and developing. Such laws restrict our ability to collect and use personal information relating to customers including the use of that information for marketing purposes.

For example, in the United States, the Federal Trade Commission and state regulators enforce a variety of data privacy issues, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws. While we strive to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, rules, regulations and industry standards, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability or adverse publicity relating to data protection, cybersecurity and privacy. Although we endeavor to comply with our privacy policies, we may at times fail to do so or be alleged to have failed to do so.

In addition, certain states have adopted new or modified privacy and security laws and regulations that may apply to our business. For example, the California Consumer Privacy Act (“CCPA”) went into effect in 2020 and imposes obligations on businesses that process personal information of California residents. Among other things, the CCPA: requires disclosures to such residents about the data collection, use and disclosure practices of covered businesses; provides such individuals expanded rights to access, delete, and correct their personal information, and opt-out of certain sales or transfers of personal information; and provides such individuals with a private right of action and statutory damages for certain data breaches. The enactment of the CCPA prompted a wave of similar legislative developments in other states in the United States, which created a patchwork of overlapping but different state laws. Since the CCPA went into effect, general privacy statutes that share similarities with the CCPA are now in effect and enforceable in over a dozen states and amendments to such laws are regularly proposed. Many other states are currently reviewing or proposing the need for greater regulation of the collection, sharing, use and other processing of information related to individuals for marketing purposes or otherwise, and there remains increased interest at the federal level as well. In addition, all 50 states have laws that require the provision of notification for cyber incidents or attacks involving personal data to affected individuals, state officers or others.

Moreover, laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or become applicable to our business, such as the Federal Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, the Telephone Consumer Protection Act (the “TCPA”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), and similar state consumer protection and communication privacy laws, such as California’s Invasion of Privacy Act.

We are subject to the European Union General Data Protection Regulation (the “EU GDPR”) and to the U.K. General Data Protection Regulation and Data Protection Act 2018 (collectively, the “U.K. GDPR”) (the EU GDPR and U.K. GDPR together referred to as the “GDPR”). The GDPR imposes comprehensive data privacy compliance obligations in relation to our collection and use of data relating to an identifiable living individual or “personal

 

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data,” including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audits, the requirement to provide certain individual privacy rights to persons whose data is processed, as well as regulating cross-border transfers of personal data out of the EEA and the U.K. While the EU GDPR and the U.K. GDPR remain substantially similar for the time being, the U.K.’s Data (Use and Access) Act received Royal Assent on June 19, 2025 (phasing in between June 2025 and June 2026) and will introduce significant changes from the EU GDPR. This may lead to additional compliance costs and could increase overall risk exposure as businesses may no longer be able to take a unified approach across the EEA and the U.K., and such businesses may need to amend their processes and procedures to align with the new framework. Failure to comply with the GDPR could result in penalties for noncompliance. Since we are subject to the supervision of relevant data protection authorities under both the EU GDPR and the U.K. GDPR, we could be fined under each of those regimes independently in respect of the same breach. Penalties for certain breaches are up to the greater of €20.0 million (£17.5 million) or 4% of our global annual turnover.

In relation to cross-border transfers, case law from the Court of Justice of the European Union (“CJEU”) states that reliance on the standard contractual clauses—a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism—alone may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis. For certain of our vendors not currently certified under the EU-U.S. Data Privacy Framework (or equivalent certifications under the U.K. GDPR), we rely on the standard contractual clauses to transfer personal information outside the EEA and the U.K., including to the United States, in relation to certain of our customer, vendor and intragroup arrangements. We expect the existing legal complexity and uncertainty regarding international personal data transfers to continue and international transfers to the United States to continue to be subject to enhanced scrutiny by regulators. As the regulatory guidance and enforcement landscape further develops, we could suffer additional costs, complaints, and/or regulatory investigations or fines; have to stop using certain tools and vendors and make other operational changes; and/ or it could otherwise affect the manner in which we provide our services, and could adversely affect our business, operations and financial condition.

We also depend on third parties in relation to the operation of our business, a number of which process personal data on our behalf. There is no assurance that the contractual or other measures we use to attempt to mitigate the risks of using third parties, and our own privacy and security-related safeguards, will protect us from the risks associated with the third-party storage, transmission and other processing of such information. Even though we believe we and our vendors are generally in compliance with applicable laws, rules and regulations relating to privacy and data security, these laws are in some cases relatively new and the interpretation and application of these laws are uncertain. Any failure or perceived failure by us or our vendors to comply with data privacy laws, rules, regulations, industry standards and other requirements could result in proceedings, actions, investigations, enforcement notices, assessment notices (for a compulsory audit) and/or civil claims (including class actions) against us by individuals, consumer rights groups, government agencies, or others. We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business (including by ceasing and/or changing our data processing activities). Further, these proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.

Our failure to adequately protect our sensitive information and operational technology systems and critical data and our service providers’ failure to protect their systems and data could have a material adverse effect on us.

Our day-to-day operations increasingly depend on information and operational technology systems that we manage, and other systems that our third parties, such as our service providers, vendors, and equipment providers, manage (collectively, “IT Systems”). We and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including information about individuals, as well as proprietary information belonging to our business such as trade secrets (collectively, “Confidential Information”).

 

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We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as human or technological error, power outages, computer and telecommunication failures, natural disasters, fraud or malice, social engineering or phishing attacks, malfeasance by insiders, viruses or malware, as a result of malicious code embedded in open-source software, or misconfigurations, “bugs” or other vulnerabilities in commercial software that is integrated into our (or our service providers’) IT Systems, products or services, and other cyberattacks, such as denial-of-service or ransomware attacks. Reports indicate that entities or groups, including cybercriminals, competitors, and nation state actors, have mounted cyber-attacks on businesses and other organizations solely to disable or disrupt computer systems, disrupt operations and, in some cases, steal data. Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools, including AI, that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information or business.

Remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks, such as an increased risk of security breaches or other cyber incidents or attacks, loss of data, fraud and other disruptions as more fully outlined, above. Working remotely has significantly increased the use of technological and online telecommunication services and remote networking, which enable employees to work outside of our corporate infrastructure and, in some cases, use their own personal devices. This remote work model has resulted in an increased demand for technological resources and may expose us to additional risks of cyber-incidents or attacks, security breaches, loss of data, fraud and other disruptions as a consequence of more employees accessing Confidential Information remotely. Due to the nature of cyberattacks, breaches to our systems or our service or equipment providers’ systems could go undetected for a prolonged period of time. A breach could also compromise or originate from our customers’, vendors’ or other third-party systems or networks outside of our control, and due to applicable laws and regulations or contractual obligations, we may be held responsible for cyber incidents or attacks attributed to such third parties as they relate to information we share with them. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. Because we make extensive use of third party suppliers and service providers, successful cyberattacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results.

We and our third-party service providers have been, and from time to time may continue to be, subject to cyber-attacks. For example in July 2023, our facilities in Breda, the Netherlands, were the target of a fraud attack by a bad actor impersonating one of our vendors, resulting in a loss of $1.7 million that will not be covered by our insurance policy. Separately, in October 2023, we experienced a cyberattack whereby servers were encrypted after an employee’s compromised credentials were used through a VPN. We restored our systems from backup and found no evidence of data exfiltration (including with respect to personal data). While we maintain a cybersecurity program, which includes administrative, technical, and organizational safeguards, any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information, including a significant cyberattack or incident—either with our systems or a critical third-party’s systems—has disrupted and could again disrupt our operations and has resulted and could further result in downtime, loss of revenue, harm to our reputation, or legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, the loss, theft, corruption or unauthorized release of critical data of us or those with whom we do business, as well as significant incident response, system restoration or remediation and future compliance costs, including potential extortion payments associated with ransomware or ransom demands. Any or all of the foregoing could have a material adverse effect on our business, financial condition, reputation, and results of operations.

 

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There is no assurance that the costs or losses suffered as a result of cybersecurity breaches would be covered by our general insurance policies and such costs could have a material adverse effect on our business, financial condition, reputation, and results of operations.

We may be subject to specific data security frameworks and/or laws that require us to maintain a certain level of security. For example, the Federal Trade Commission expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities.

Additionally, as we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (“PCI-DSS”), issued by the Payment Card Industry Security Standards Council. PCI-DSS contains compliance guidelines with regard to our security surrounding the physical and electronic storage, processing and transmission of cardholder data. If we or our service providers are unable to comply with the security standards established by banks and the payment card industry regulatory investigations, private claims, demands and litigation, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business.

We are subject to tax risks, in particular as a result of changes in tax law or its interpretation and application or as a result of tax audits.

Our business is subject to complex tax regimes in the jurisdictions in which we currently operate. We are subject to changing tax laws and rates in the countries in which we operate and such changes (including in relation to taxes or duties on fuel and excise and value-added tax (“VAT”), sales tax or other taxes of a similar nature) and any misinterpretation of laws, unfavorable tax rulings against us or any kind of failure to manage tax risks adequately could result in increased charges, financial loss, including penalties, and reputational damage. We also cannot be sure that the rate of VAT, sales taxes or other taxes of a similar nature in the countries in which we operate will not increase in the future or be expanded to cover products and services not previously covered. If we cannot pass increases or expansions in VAT, sales taxes or other taxes on to our customers, or if our customers change their spending patterns as a result of changes to VAT, sales taxes or other taxes, there could be a material adverse effect on our business, financial condition and results of operations.

Further, our tax returns are subject to regular review and examination by the relevant tax authorities. We cannot guarantee that any tax audit or any related tax dispute to which they may be subject in the future will result in a favorable outcome for us. There is a risk that any such tax dispute could result in additional taxes becoming payable as well as negative publicity and reputational damage. In any such case, substantial additional tax liabilities and ancillary charges could be imposed on us, which could increase our effective tax rate and may have an adverse effect on our business, financial condition and results of operations.

In addition, our acquisitions and investments involve numerous risks, including in relation to changes in the tax laws to which we are subject and, as a result, our inability to correctly assess the tax benefits and costs of any such acquisitions or investments and of their integration into our complex multinational tax structure. Changes in tax laws or any unfavorable tax ruling by a tax authority might also require us to revise our current or future tax structure and invest additional resources in order to put in place a new and more efficient tax structure. We cannot predict the form or timing of potential legislative tax changes or the outcome of any tax review by a tax authority, but any newly enacted tax law or an unfavorable tax ruling by a tax authority could have a material adverse effect on our business, financial condition and results of operations.

Further, the EU, as well as a number of other countries and organizations have recently enacted new laws, and proposed or recommended changes to existing tax laws, in consequence of recommendations made by the Organisation for Economic Co-operation and Development (“OECD”) that may increase our tax obligations in many countries where we do business. Notably, the OECD has introduced a framework to implement a 15% global minimum corporate tax, referred to as Pillar Two, which the U.K. and Member States in the EU implemented into national legislation as of the end of 2023 and which has also been adopted by certain other

 

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jurisdictions relevant to our business. On January 5, 2026, the OECD unveiled the Side-by-Side Package, an administrative extension to the Pillar Two rules. As a result, U.S. parented multinational enterprises with fiscal years beginning in 2026 can elect the Side-by-Side Safe Harbour, exempting them from the certain elements of Pillar Two (namely the Income Inclusion Rule and Undertaxed Profits Rule), although they remain subject to any applicable qualified domestic minimum top-up taxes. As we expand the scale of our business activities, any changes in U.S. or foreign tax laws (including the imposition of any qualifying domestic minimum top up taxes) that apply to such activities may increase our worldwide effective tax rate and harm our business, financial condition and results of operations. As these changes are subject to ongoing implementation by relevant jurisdictions, the timing and ultimate impact of any such changes on our tax obligations remains uncertain. As noted above, Pillar Two rules have already become effective in jurisdictions relevant to our business. Our group companies in all jurisdictions other than the Netherlands qualified for the applicable transitional safe harbor provisions for the financial year ended December 31, 2024. These transitional safe harbor provisions provide temporary relief from the application of the Pillar Two top-up tax rules where certain conditions are satisfied. Based on current expectations, our group companies are expected to qualify for the transitional safe harbor provisions for the financial year ending December 31, 2025. Accordingly, we do not currently anticipate the imposition of material top-up taxes in respect of either period. See ‘The Reorganization may result in adverse tax consequences and we may experience challenges in realizing expected benefits of the Reorganization’ for the implications of the Reorganization on the Company’s Pillar Two status.

Our effective tax rate may increase in the future, including as a result of the Reorganization.

Our effective tax rate, which may fluctuate significantly from period to period, is based upon the application of currently applicable income tax laws, regulations and tax treaties, as well as current judicial and administrative interpretations of these income tax laws, regulations and tax treaties, in various jurisdictions, including jurisdictions in which we are not incorporated or intended to be tax resident.

Moreover, as a result of the various restructuring and related transactions undertaken in connection with the Reorganization, our effective tax rate may change, which could impact our financial results, including our earnings and cash flow. Any such changes may be temporary to the extent impacted by one-time tax costs, or may be longer term, to the extent relating to a structural change.

In light of these factors, there can be no assurance that our effective tax rate will not change in future periods, including as a result of the Reorganization. Moreover, applicable tax laws could significantly limit our ability to undertake certain restructuring transactions following the Reorganization. Accordingly, if our effective tax rate were to increase as a result of the Reorganization, our business and financial performance could be adversely affected.

The Reorganization may result in adverse tax consequences and we may experience challenges in realizing expected benefits of the Reorganization.

We expect that the restructuring and related transactions undertaken by us and our affiliates in connection with the Reorganization will be taxed in a certain manner (the “intended tax treatment”) and have reported or plan to report, as applicable, consistent with such intended tax treatment. However, the intended tax treatment relies in part on interpretations of tax laws and there can be no assurance that a taxing authority would agree with our conclusions, and if contrary to our expectations, the Reorganization or any of its component parts is taxed in a manner different than we expected, we or our affiliates may incur additional tax liabilities, or not be entitled to certain tax benefits, which may adversely affect our financial position.

Moreover, the restructuring and other related transactions undertaken in connection with the Reorganization may be challenged by applicable taxing authorities. As a result, we and our affiliates, and in certain cases, holders of our ordinary shares, could be subject to adverse tax consequences.

We may also incur significant unanticipated costs and liabilities (including by way of the incurrence of taxes or the loss of tax benefits, on a one time and/or ongoing basis) and be unable to realize the revenue growth,

 

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synergies and other anticipated benefits resulting from the Reorganization to offset such costs, and our business, results of operations and financial condition could be adversely affected. Furthermore, the Reorganization may divert management’s time and resources from our core business and disrupt our operations. Moreover, even if the Reorganization is successful, expected synergies or cost savings may not materialize in the expected magnitude, resulting in lower-than-expected benefits to us from the Reorganization. All of the above risks could have an adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Accordingly, there can be no assurance that the Reorganization will not result in adverse tax consequences to us or the holders of our ordinary shares.

Pursuant to the Reorganization, the Company’s central management and control was relocated from the Netherlands to the U.K., with the result that the Company is currently dual resident for tax purposes - in the Netherlands by reason of the Company’s original incorporation under Dutch law and in the U.K. by reason of central management and control being in the U.K. It is intended that, following completion of a mutual agreement procedure (“MAP”) between the competent authorities of the Netherlands and the U.K. under the convention between the Kingdom of the Netherlands and the United Kingdom of Great Britain for the avoidance of double taxation (the “NL-UK Treaty”), the Company will be regarded as having been exclusively resident in the U.K. for the purposes of the NL-UK Treaty since the relocation of its central management and control to the U.K. (see “It is intended that we will operate so as to be treated exclusively as a resident of the United Kingdom for tax purposes, but we may be subject to tax in a jurisdiction other than the United Kingdom, which could increase our tax burden”). Under U.K. Pillar Two legislation (as set out in Finance (No. 2) Act 2023), where an entity changes its jurisdiction of tax residence during an accounting period, it is deemed to remain located in the original jurisdiction until the end of that accounting period. As a consequence, the Company is expected to remain located in the Netherlands for U.K. Pillar Two purposes for the accounting period in which the change of residence occurred (the “2026 period”), regardless of whether the MAP concludes during that period. To the extent the Company is located in the Netherlands for Pillar Two purposes, it may not qualify for such transitional safe harbour provisions, which could result in the imposition of top-up taxes for the 2026 period.

For accounting periods beginning after the 2026 period, if the MAP between the U.K. and the Netherlands regarding the Company’s tax residence concludes that the Company is resident in the U.K., then this conclusion will also apply for Pillar Two purposes. However, in the event that the MAP between the U.K. and the Netherlands has not concluded, specific U.K. Pillar Two rules apply to determine the Company’s jurisdiction of residence. These rules apply a sequential series of tests: first, the jurisdiction in which the entity accrues more covered taxes; second, the jurisdiction which has a higher qualifying substance-based income exclusion amount; and, if neither test is determinative, the entity may be deemed stateless for Pillar Two purposes. Based on the Company’s current level of substance in the U.K., including its personnel, tangible assets, decision-making functions and the fact that board meetings are conducted in the U.K., the Company expects that the substance-based income exclusion test would result in it being located in the U.K. for subsequent periods. However, there can be no assurance as to this outcome, and if the Company were deemed stateless or located in the Netherlands for Pillar Two purposes in any subsequent period, additional top-up taxes could be imposed. The Company is continuing to assess the Pillar Two implications of its tax residence position for the 2027 period and beyond.

The Reorganization, and any future changes to our group structure, including this offering, may give rise to certain future tax charges.

In connection with the Reorganization, in March 2026 certain assets were transferred between group companies on a no-gain, no-loss basis for U.K. corporation tax purposes. Under U.K. law, where a company that has received assets on a no-gain, no-loss basis ceases to be a member of the same chargeable gains group as the transferor within six years of the transfer and continues to hold such assets, a degrouping charge may arise. A degrouping event would generally be expected to occur where the direct parent of the Company ceases to hold at least 75% of the Company’s ordinary share capital, depending on the manner in which this occurs. If this

 

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offering, any subsequent offering or any other change in our group structure results in the reduction of such ownership below the 75% threshold, a degrouping charge may arise in respect of assets previously transferred within the group. In certain circumstances, exemptions may apply to mitigate any tax liability associated with such de-grouping event. The Company can give no assurance as to whether such exemptions may be available in the event that such de-grouping event materializes.

Under German law, German real estate transfer tax (“RETT”) may be triggered where at least 90% of the shares in a German entity that directly or indirectly holds German real estate are effectively transferred to new shareholders within a ten-year period (the “Transfer Rule”). Certain steps undertaken in connection with the Reorganization in March 2026 included the transfer of 50% of the shares in entities holding indirect interests in German real estate, starting the clock for the Transfer Rule. If future transactions, including the issuance of new shares in connection with this offering or any subsequent changes to the Group’s ownership structure, result in the aggregate transfer of 90% or more of the shares in the relevant German real estate-owning entities to new shareholders within the applicable ten-year period, a charge to German RETT would be triggered. The Company can give no assurance as to whether such transfers may or may not occur within the ten-year period.

It is intended that we will operate so as to be treated exclusively as a resident of the United Kingdom for tax purposes, but we may be subject to tax in a jurisdiction other than the United Kingdom, which could increase our tax burden.

The Company was originally incorporated under the laws of the Netherlands and therefore considered to be a Dutch tax resident for Dutch domestic tax law purposes. As a consequence of the Reorganization, we are now organized and registered in the Cayman Islands, but our original incorporation in the Netherlands means that we continue to be treated as a Dutch tax resident for Dutch domestic tax law purposes. However, as we intend to have our place of effective management and central management and control in the U.K., we should also be regarded as a tax resident of the U.K. under U.K. domestic tax law, and accordingly would be treated as dual resident for tax purposes.

We intend to maintain our management, organizational and operational structures in such a manner that we should be treated as exclusively tax resident in the U.K. for purposes of the NL-UK Treaty and that we should not have a fixed place of business or permanent establishment outside the U.K.

Pursuant to the NL-UK Treaty, as modified by the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”), in the case of a dual resident entity, the tie-breaker provision pursuant to Article 4(4) of the NL-UK Treaty, as replaced by Article 4(1) of the MLI, provides that the competent authorities of the Netherlands and the U.K. shall endeavor to determine by mutual agreement the jurisdiction in which we are resident for tax purposes under the NL-UK Treaty, having regard to our place of effective management, the place where we are incorporated or otherwise constituted and any other relevant factors (the “Tie-Breaker Provision”). The determination of our place of effective management, which is typically regarded as the key factor, is a question of fact and degree based on all the circumstances, rather than a question of law. We are in the process of applying to the competent authorities of the U.K. and the Netherlands to resolve our dual residency by way of a MAP as contemplated by the NL-UK Treaty. As at the date of this prospectus, such MAP has not been completed and no assurance can be given as to the timing of its completion or its outcome. We expect, based on our intended place of effective management and central management and control of the Company being exercised in the U.K., that we will be treated as solely U.K. tax resident for the purpose of the NL-UK Treaty upon conclusion of the MAP, but such determination remains subject to the competent authorities and is outside our control.

Until the MAP is concluded, the Company will be treated as a dual-resident investing company (“DRIC”) for U.K. corporation tax purposes. DRICs are subject to certain restrictions under U.K. tax law, including the inability to claim or surrender losses as group relief, the inability to receive chargeable assets on a no-gain, no-loss basis within a group, and potential limitations on double tax relief under relevant tax treaties. In practice, these restrictions mean that U.K. losses arising in the Company during the period of dual residency cannot be

 

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offset against profits of other U.K. group companies, and assets cannot be transferred to or from the Company on a tax-neutral basis, although the Company does not expect the application of these rules to have a material impact during the period in which the Company is considered to be a DRIC. If the MAP does not conclude with a determination that the Company is solely tax resident in either the U.K. or the Netherlands, the DRIC restrictions and the Dutch tax residency under Dutch domestic tax law would continue to apply indefinitely, which could materially affect the Group’s tax position. See below “— We intend to operate in a manner which allows us to qualify for benefits under tax treaties between the United Kingdom and other countries “.

In the event that the MAP concludes that the Company should be considered solely tax resident in the U.K. for the purposes of the NL-UK Treaty, the application of such tax treaty would limit the applicability of Dutch taxes. As a consequence, Dutch exit taxes may be triggered on unrealized capital gains accrued during the period in which we are a Dutch tax resident. We do not currently anticipate that such Dutch exit tax will result in material adverse tax consequences.

The above comments relate to our liability for tax on our income and gains. For a discussion of our liability with respect to Dutch dividend withholding tax on profits or dividend payments to holders of ordinary shares, see below “—If we pay dividends, we may need to withhold Dutch dividend withholding tax on such dividends”.

We intend to operate in a manner which allows us to qualify for benefits under tax treaties between the United Kingdom and other countries.

As noted above, we intend to maintain our management, organisational and operational structures in such a manner that: (i) we should be treated as exclusively tax resident in the U.K. for purposes of the NL-UK Treaty following the conclusion of the MAP and; (ii) we should not have a fixed place of business or permanent establishment outside the U.K.. We also intend to operate in a manner such that we believe we are eligible for benefits under tax treaties concluded between the U.K. and other countries. However, our ability to qualify for such benefits at any given time will depend on whether we are in fact treated as a U.K. tax resident during the relevant time as described above, the requirements contained in each tax treaty and applicable domestic laws, the facts and circumstances surrounding our operations and management, and the relevant interpretation of the tax authorities and courts.

The applicable tax laws, tax treaties or interpretations thereof may change, including as a result of changes to the MLI choices and reservations made by the U.K. and/or the Netherlands. Such changes could affect the NL-UK Treaty’s provisions regarding the determination of tax residency, including the Tie-Breaker Provision. Furthermore, changes to relevant facts and circumstances (including, without limitation, the place where board meetings are held, the residence of our directors, and the location from which key management decisions are made) could result in any competent authority agreement being withdrawn or ceasing to apply, or our becoming a tax resident of the Netherlands or another jurisdiction (in addition to or instead of the U.K.), potentially also triggering an exit tax liability in the U.K. and/or the Netherlands. Similarly, if we are deemed to maintain a fixed place of business or a permanent establishment in a jurisdiction other than the U.K., we could be subject to taxation in that jurisdiction on income attributable to such fixed place of business or permanent establishment.

If the competent authorities do not reach an agreement on our tax residency for purposes of the NL-UK Treaty, we shall not be entitled to any relief or exemption from tax provided by the NL-UK Treaty, except to the extent and in such manner as may be agreed upon by the competent authorities. As such, during any period in which a mutual agreement between the competent authorities is absent, we may remain tax resident in both the Netherlands and the U.K. until such time as the competent authorities have reached an agreement, which may affect our ability to qualify for benefits under tax treaties between the U.K. and other countries.

Any failure by us to qualify for benefits under tax treaties between the U.K. and other countries could result in adverse tax consequences to us including an increased tax burden and increased filing obligations and to our shareholders. Failing to be treated as exclusively tax resident in the U.K. under the NL-UK Treaty could expose

 

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us to double-taxation on the same income and withholding tax on profit distributions, increasing our overall effective income tax expense and tax costs.

If we pay dividends, we may need to withhold Dutch dividend withholding tax on such dividends.

Irrespective of the outcome of the MAP process, if we do pay dividends (or are deemed to pay dividends for tax purposes), such dividends could be subject to Dutch dividend withholding tax, unless an exemption applies, and we would be required to withhold and remit such taxes, which could increase the aggregate tax burden on our shareholders and increase our administrative and compliance costs.

We were originally incorporated under the laws of the Netherlands and are therefore a Dutch tax resident for Dutch domestic tax law purposes, including for purposes of the Dutch Dividend Withholding Tax Act 1965 (Wet op de dividendbelasting 1965) and the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021). As a result, dividends and profits distributed by us are, in principle, subject to Dutch dividend withholding tax under Dutch domestic law, notwithstanding the fact that we are also treated as a U.K. tax resident under U.K. domestic tax law and intend to be treated as tax resident exclusively in the U.K. for the purposes of the NL-UK Treaty once the MAP has concluded.

If we are, following conclusion of the MAP, treated as resident solely in the U.K. for purposes of the NL–UK Treaty, the Netherlands should be restricted under the NL-UK Treaty from imposing Dutch dividend withholding tax on dividends and profits distributed by us to holders who are not Dutch tax residents and who do not hold our shares through a permanent establishment in the Netherlands. The restriction under the NL-UK Treaty on the Netherlands’ taxing rights does not apply to dividends or profits paid to Dutch resident holders (or to non-Dutch resident holders that have a permanent establishment in the Netherlands to which their shareholding is attributable), to which Dutch dividend withholding tax may still apply.

As a result, if we were to pay a dividend or make any other distribution, we would be required to identify our shareholders in order to assess whether there are Dutch resident holders (or non-Dutch resident holders with a Dutch permanent establishment to which the shares are attributable) in respect of which Dutch dividend withholding tax must be withheld, and we may establish procedures for this purpose. However, if the identity (or relevant status) of our shareholders cannot be determined or reasonably assessed through such procedures, we may be required to withhold Dutch dividend withholding tax on the full amount of any payment (or deemed payment) of profits or dividends.

The ability to rely on treaty-based limitations on Dutch dividend withholding tax described above is contingent on the continued availability and application of the Tie-Breaker Provision and related treaty positions under the NL–UK Treaty. The applicable tax laws and tax treaties (including, in each case, their interpretation) may change, including as a result of changes to the MLI choices and reservations made by the U.K. and/or the Netherlands. Furthermore, changes to relevant facts and circumstances (including, without limitation, the place where board meetings are held, the residence of our directors, and the location from which key management decisions are made) could adversely affect the application of the Tie-Breaker Provision and related treaty positions under the NL–UK Treaty. If the application of such provisions were modified or if the competent authorities do not reach agreement on our tax residency for purposes of the NL–UK Treaty, we may not be entitled to any relief or exemption from tax provided by the NL–UK Treaty, including the withholding tax restriction referred to above, except to the extent and in such manner as may be agreed upon by the competent authorities.

As such, dividends distributed by us could be subject to Dutch dividend withholding tax, which could adversely affect our shareholders and could have an adverse effect on our results due to increased costs. For further details on certain material Dutch dividend withholding tax consequences, see “Material Tax Considerations—Material Dutch Withholding Tax Considerations.”

 

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U.K. CFC Regime

As a company that intends to be tax resident in the U.K., we will be subject to the U.K. controlled foreign company (“CFC”) regime. Under the U.K. CFC regime, the income profits of non- U.K. resident group companies may, in certain circumstances, be attributed to controlling U.K. -resident shareholders for U.K. corporation tax purposes. Prior to the Reorganization the group was controlled by a U.K. tax resident company and no U.K. CFC charge has been imposed in respect of any group entity, nor has the group’s position under the CFC regime been challenged by HMRC. Based on our current group structure following the Reorganization, and on the basis that the group intends to maintain the location and statuses of the relevant group entities following the IPO, we expect this position to continue. However, changes to the group structure, the manner in which our non- U.K. subsidiaries operate, or the CFC regime itself could result in a U.K. CFC charge arising and could materially adversely affect our financial condition.

We are subject to changes in property taxes, including within the United States, United Kingdom, Germany, Netherlands, Belgium, and Luxembourg.

In the jurisdictions in which we operate, governments might centrally adjust the value of business rates in the property market or applicable property tax assessment values. At revaluation, all properties are given a new ratable or assessment value which, depending on the underlying movement in the value of the property, can have a significant impact on the tax liability due on the property. Adjustments of the business rates or assessment values could result in increased costs and consequently could have a material adverse effect on our business, financial condition and results of operations.

The U.S. Internal Revenue Service may not agree that we are a foreign corporation for U.S. federal income tax purposes as a result of certain transactions undertaken in connection with the Reorganization.

Although we are incorporated in the Cayman Islands and, subject to the discussion regarding Dutch tax residency under the risk factor headings “The Reorganization may result in adverse tax consequences and we may experience challenges in realizing expected benefits of the Reorganization.” and “It is intended that we will operate so as to be treated exclusively as a resident of the United Kingdom for tax purposes, but we may be subject to tax in a jurisdiction other than the United Kingdom, which could increase our tax burden,” expect to be a tax resident in the U.K., the U.S. Internal Revenue Service (“IRS’’) may assert that we should be treated as a U.S. corporation (and therefore a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the “Code’’). For U.S. federal income tax purposes, a corporation is generally considered a U.S. “domestic’’ corporation (or U.S. tax resident) if it is organized in the United States, and a corporation is generally considered a “foreign’’ corporation (or non-U.S. tax resident) if it is not a U.S. corporation. Because we are incorporated in the Cayman Islands and, subject to the discussion regarding Dutch tax residency under the risk factor headings “The Reorganization may result in adverse tax consequences and we may experience challenges in realizing expected benefits of the Reorganization.” and “It is intended that we will operate so as to be treated exclusively as a resident of the United Kingdom for tax purposes, but we may be subject to tax in a jurisdiction other than the United Kingdom, which could increase our tax burden,” expect to be a tax resident in the U.K., we would generally be classified as a foreign corporation (or non-U.S. tax resident) under these rules. Section 7874 of the Code provides an exception under which a foreign incorporated and foreign tax resident entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

Generally, under Section 7874 of the Code, a corporation created or organized outside the United States (i.e., a foreign corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes when (i) the foreign corporation directly or indirectly acquires, within the meaning of Code Section 7874, substantially all of the properties of a U.S. corporation, (ii) the former shareholders of the acquired U.S. corporation hold, by vote or value, at least 60% (or 80% if the Third Country Rule, as defined herein, does not apply) of the shares of the foreign acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation (the “Section 7874 Percentage’’), and (iii) the foreign corporation’s “expanded

 

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affiliated group’’ does not have substantial business activities in the foreign corporation’s country of tax residency relative to such expanded affiliated group’s worldwide activities. The Treasury Regulations promulgated under Section 7874 of the Code (the “Section 7874 Regulations’’) generally also provide that in certain cases, the applicable Section 7874 Percentage threshold for a foreign acquiring corporation to be treated as a U.S. corporation is 60% instead of 80% where a foreign acquiring corporation acquires, in related transactions, substantially all of the properties of a U.S. corporation and another foreign corporation which is itself tax resident in a different jurisdiction than the foreign acquiring corporation (the “Third Country Rule’’). Because we were not tax resident in the U.K. prior to the completion of the Reorganization and intend that our tax residency has changed to the U.K. in connection with the Reorganization, we expect the Third Country Rule to apply to us. The Section 7874 Regulations also provide a number of special rules, including rules that can affect a foreign corporation’s ability to use its equity to acquire other U.S. businesses within a 36-month period following the acquisition of a U.S. corporation.

Notwithstanding the above, the Section 7874 Regulations provide certain exceptions to the application of Section 7874 of the Code with respect to restructuring transactions involving “foreign-parented groups’’ (the “Foreign-Parented Group Exception’’), generally providing exceptions to transactions that would otherwise be acquisitions, within the meaning of Section 7874 of the Code, of substantially all of the properties of a U.S. corporation.

As a result of the restructuring and related transactions undertaken by us and our affiliates in connection with the Reorganization, we expect to be treated as acquiring, within the meaning of Code Section 7874, substantially all of the properties of one or more U.S. corporations. However, taking into account the terms of this offering, the Reorganization and related transactions, because the acquired U.S. corporations and the transferring corporations are, at all relevant times, expected to be members of the same foreign-parented group, we expect the Foreign-Parented Group Exception to apply and, therefore, we do not expect to be treated as a U.S. corporation for U.S. federal income tax purposes by reason of Code Section 7874. Moreover, we are not aware of any present or anticipated facts or circumstances which could reasonably be expected to prevent us from qualifying for the Foreign-Parented Group Exception.

As a result, we are expected to be treated as a foreign corporation (i.e., a non-U.S. tax resident) for U.S. federal income tax purposes. However, the application of rules under Section 7874 of the Code is complex and is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by changes in such U.S. Treasury regulations with possible retroactive effect) and is subject to certain factual uncertainties. Accordingly, there can be no assurance that the IRS will not challenge our status as a foreign corporation under Section 7874 of the Code or that such challenge would not be sustained by a court.

If the IRS were to successfully challenge under Section 7874 of the Code our status as a foreign corporation for U.S. federal income tax purposes, we and certain holders of our ordinary shares could be subject to adverse tax consequences, including a higher effective corporate tax rate on us and future withholding taxes on certain of our shareholders.

All prospective investors are urged to consult their tax advisors regarding the potential application of Section 7874 of the Code.

There can be no assurance that we will not be a passive foreign investment company for U.S. federal income tax purposes (“PFIC”) for the current or any future taxable year, which could subject U.S. holders of our ordinary shares to significant adverse U.S. federal income tax consequences.

A non-U.S. corporation generally will be treated as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income (such as interest income) or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. We believe we were not a PFIC for our taxable year ending December 31, 2025.

 

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However, as discussed below, whether we were a PFIC for any given taxable year is based on a complex and factual determination and there is no assurance that the IRS will agree with our determination. Based on the current and anticipated composition of the income, assets and operations of our company and the market value of the equity interests or assets, as applicable, of our subsidiaries, we do not expect we will be a PFIC for U.S. federal income tax purposes for our taxable year ending December 31, 2026 or in future taxable years. Moreover, because PFIC status is based on our income, assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC for our current taxable year or future taxable years until after the close of the applicable taxable year. This is an annual factual determination that depends on, among other things, the composition of our income (including the relative size of our passive income) and assets, and the market value of our shares and assets (including unbooked goodwill), including the composition of income and assets of our subsidiaries (or, in certain circumstances, the market value of the equity interests of our subsidiaries), from time to time, and thus a determination can only be made annually after the close of each taxable year. Moreover, the value of our assets (including unbooked goodwill) for purposes of the PFIC determination may be determined by reference to the trading value of our ordinary shares, which could fluctuate significantly.

If we are a PFIC for any taxable year, a U.S. Holder (as defined below under “Material Tax Considerations—Material U.S. Federal Income Tax Considerations for U.S. Holders”) of our ordinary shares may be subject to adverse tax consequences and may incur certain information reporting obligations, even if we cease to be a PFIC in the subsequent years. Under the generally applicable PFIC rules, a U.S. Holder generally would be subject to U.S. federal income tax at the then prevailing maximum rates on ordinary income and possibly an “interest” charge, in respect of “excess distributions” and upon any gain from the disposition of our ordinary shares, as applicable, as if the excess distribution or gain had been recognized ratably over such U.S. Holder’s holding period of our ordinary shares. Certain elections (including a qualified electing fund or a mark-to-market election) may be available to U.S. Holders of our ordinary shares to mitigate some of the adverse tax consequences resulting from PFIC treatment.

For a further discussion, see “Material Tax Considerations —Material U.S. Federal Income Tax Considerations for U.S. Holders —Passive Foreign Investment Company Considerations.”

Prospective investors are strongly encouraged to consult their own tax advisors regarding the potential application of these rules to us and the ownership of our ordinary shares.

Risks Relating to Our Indebtedness

As a guarantor of debt of certain of our subsidiaries, the substantial leverage of our subsidiaries and our debt service obligations could materially adversely affect our business, financial condition or results of operations and prevent us from fulfilling our obligations.

We guarantee debt of certain of our subsidiaries, which have substantial debt obligations. As of March 31, 2026, December 31, 2025, 2024 and 2023 we guaranteed total long-term debt of certain of our subsidiaries of $5,788 million, $6,199 million, $5,877 million and $6,595 million, respectively. For the three months ended March 31, 2026 and 2025 and for the years ended December 31, 2025, 2024 and 2023, we spent $129 million, $86 million, $499 million, $788 million and $516 million on interest payments, respectively, which represented 184.3%, 344.0%, 321.9%, 222.0% and 44.8% of our income from operations for the same periods, respectively. While our subsidiaries have a deleveraging strategy in place, the leverage of our subsidiaries may continue to be high for the foreseeable future.

The high leverage of our subsidiaries could have significant consequences to us, including, but not limited to:

 

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limiting our ability to obtain additional financing to fund future working capital, capital expenditures, business opportunities and other corporate requirements;

 

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increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions;

 

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requiring the dedication of a substantial portion of our cash flow from operations to the payment of interest on indebtedness, thereby reducing the availability of such cash flow to fund the payment of principal of indebtedness, working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes;

 

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restricting us from pursuing strategic acquisitions or exploiting certain business opportunities;

 

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limiting our flexibility in planning for, or reacting to, changes in our business and the competitive environment and the industry in which we operate;

 

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placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged;

 

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negatively impacting credit terms with our creditors; and

 

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limiting our ability to borrow additional funds and increasing the cost of any such borrowing.

Any of these, or other, consequences or events could have a material effect on our business, financial condition and results of operations.

Certain of our subsidiaries, whose debt we guarantee, require a significant amount of cash to service their debt. Our and their ability to generate sufficient cash depends on many factors beyond our control.

The ability of certain of our subsidiaries whose debt we guarantee to make payments on and to refinance their debt, and to fund working capital, rental and lease payments and capital expenditures, will depend on those certain subsidiaries’ and our future operating performance and ability to generate sufficient cash. This depends, to some extent, on the success of our and their business strategy and on general economic, financial, competitive, market, legislative, regulatory and other factors, as well as the other factors discussed in these “Risk Factors” and elsewhere in this prospectus, many of which are beyond our control. This also depends on our cash flow cycle, which experiences seasonal fluctuations. Attendance levels at our forecourts are affected by the weather and travel patterns, among other factors, which could also have a negative impact on our cash position and impact those subsidiaries’ ability to make payments on and to refinance their debt and to fund working capital and capital expenditures. If the interest payment dates of the debt of those subsidiaries coincide with periods of significant cash outflow, they may have insufficient cash to pay their obligations as they come due.

We cannot assure you that our business will generate sufficient cash flows from operations, that the currently anticipated cost savings, revenue growth and operating improvements will be realized or that future debt and equity financing will be available to us on satisfactory terms or in an amount sufficient to enable us to refinance all or a portion of our debt, pay our debts when due (including debt guaranteed by us), or to fund our other liquidity needs.

If our future cash flows from operations and other capital resources are insufficient to pay our obligations (including debt guaranteed by us) as they mature or to fund our liquidity needs, we may be forced to:

 

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reduce or delay our business activities and capital expenditures;

 

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sell assets;

 

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obtain additional debt or equity capital; or

 

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restructure or refinance all or a portion of our debt, on or before maturity.

We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In such event, we may not be able to meet our debt repayment or guarantee obligations. In addition, the terms of our subsidiaries’ debt limit, and any future debt may limit our ability to pursue any of these alternatives. Any refinancing of such debt could be at higher interest rates and could require us to comply with more onerous covenants, which could further restrict our business, financial condition and results of operations. There can be no assurance that any assets which we could be required to dispose of could be sold or that, if sold, the timing of such sale and the amount of proceeds realized from such sale would be acceptable.

 

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Furthermore, our inability to meet payment obligations under our existing debt (including debt guaranteed by us) could trigger various default provisions, accelerate a substantial portion (if not all) of the debt of certain of our subsidiaries, and could materially affect our business, financial condition and results of operations.

We are subject to significant restrictive debt covenants, which limit our operating and financial flexibility.

The credit agreements and indentures that govern the indebtedness of certain of our subsidiaries contain covenants which impose significant operating and financial restrictions on us. These agreements limit our ability to, among other things: (i) incur or guarantee additional indebtedness or issue certain preferred shares; (ii) make certain restricted payments and investments; (iii) transfer or sell assets or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) create or incur certain liens; (vi) make certain loans, investments or acquisitions; (vii) create or incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us; (viii) take certain actions that would impair the security interests in the collateral granted for the benefit of the holders of certain of our indebtedness; and (ix) merge, consolidate or transfer all or substantially all of our assets. In addition, our revolving credit facility is subject to a senior secured net leverage-based financial covenant that is applicable in the event that the aggregate amount of all cash loans drawn and certain letters of credit issued exceeds 40% of the total commitments under the revolving credit facility as of the last day of each quarter.

These covenants in these credit agreements and indentures could limit our ability to finance our future operations and capital needs and our ability to pursue acquisitions and other business activities that may be in our interest. For example, the indentures require that 100% or 75% of the proceeds from most asset sales, depending on our Consolidated Net Leverage Ratio, are used to repay, or are offered to repay, certain Restricted Group (as defined herein) indebtedness. As a result, such restrictions could limit our ability to use cash in a way that may have otherwise been in our interest. See “Description of Certain Indebtedness.”

Failure to comply with the covenants under certain credit agreements and indentures of certain of our subsidiaries, including as a result of events beyond our control, could result in an event of default which could materially and adversely affect our financial condition and results of operations.

Certain credit agreements and indentures of certain of our subsidiaries require those subsidiaries to, among other things, comply with certain financial ratios. Those subsidiaries’ ability to meet these financial requirements could be affected by deterioration in our operating results, as well as by events beyond our control, including unfavorable economic conditions, and we cannot assure you that those subsidiaries will be able to meet these tests in the future.

Moreover, a breach of any covenant in certain credit agreements, indentures or the agreements of certain of our subsidiaries governing any other debt that we may guarantee or have outstanding from time to time could result in a default under that respective agreement after any applicable grace period. Because certain of the guarantors under those credit agreements and indentures are not controlled by us, including the Parent and entities that are subsidiaries of the Parent but not us, covenant breaches and defaults could occur for reasons beyond our control, including as a result of actions taken by the Parent and other entities not controlled by us. If a default occurs, the holders of such indebtedness and the lenders under the credit agreements of certain of our subsidiaries may elect to declare all such notes or borrowings, as applicable, together with accrued interest and other fees, to be immediately due and payable and seek recourse against us as a guarantor of such debt. The lenders under those credit agreements also have the right in these circumstances to terminate any commitments they have to provide further borrowings. If we are unable to repay our indebtedness (including indebtedness guaranteed by us) when due or declared due, the lenders under those credit agreements of certain of our subsidiaries and the holders of certain indebtedness of certain of our subsidiaries or of any other secured indebtedness will also have the right to proceed against the collateral, including cash, granted to them to secure such indebtedness. If the indebtedness under those credit agreements and indentures of certain of our subsidiaries were to be accelerated, we cannot assure you that our assets would be sufficient to repay such indebtedness, in full, and we could be forced into bankruptcy or liquidation. See “Description of Certain Indebtedness.”

 

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Hedging agreements may expose us to credit default risks and potential losses if our hedging counterparties fall into bankruptcy.

From time to time, we may enter interest and commodities hedging or currency agreements to hedge our exposure to fluctuations in interest rates, primarily under certain of our credit agreements, or foreign exchange rates. Under any such agreements, we would be exposed to credit risks of our counterparties. If one or more of our counterparties falls into bankruptcy, claims we have under the swap agreements or other hedging arrangements may become worthless. In addition, in the event that we refinance our debt or otherwise terminate such hedging agreements, we may be required to make termination payments, which could result in a loss.

The ability of certain of our subsidiaries to repay their debt, which is guaranteed by us, depends on many factors beyond our control. If we or certain of our subsidiaries are unable to raise capital in the future, we may seek other avenues to fund the business, including sale/leaseback arrangements or seeking to sell assets of all, or a portion of, our operations.

Payments on debt of certain of our subsidiaries will depend on their and our ability to generate cash or secure additional financing in the future. This ability, to an extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors beyond our control. If our or their businesses do not generate sufficient cash flow from operations and sufficient future financing is not available to us or them, those subsidiaries may not be able to repay their debts, operate their business or fund other liquidity needs. If we or those subsidiaries cannot meet or refinance our or their obligations when they become due, we may be required to attempt to raise capital, reduce expenditures or take other actions which we may be unable to successfully complete or, even if successful, could have a material adverse effect on us. If such sources of capital are not available or not available on sufficiently favorable terms, we may seek other avenues to fund the business, including sale/leaseback arrangements or seeking to sell assets of all or a portion of our operations. If we are unable to raise capital, our ability to effectively operate our business could be impaired.

Risks Related to this Offering and the Ownership of Our Ordinary Shares

The price of our ordinary shares may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors purchasing ordinary shares in this offering.

The market price of our ordinary shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

 

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results of operations that vary from the expectations of securities analysts and investors;

 

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results of operations that vary from those of our competitors;

 

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changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

 

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technology changes, changes in consumer behavior in our industry;

 

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security breaches related to our systems or those of our affiliates or strategic partners;

 

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changes in economic conditions for companies in our industry;

 

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changes in market valuations of, or earnings and other announcements by, companies in our industry;

 

•

declines in the market prices of shares generally;

 

•

actual or anticipated changes in our results of operations or fluctuations in our results of operations, including due to the seasonality of our business

 

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strategic actions by us or our competitors;

 

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announcements by us, our competitors or our strategic partners of acquisitions, dispositions, significant contracts, new products, joint marketing relationships, joint ventures, other strategic relationships, or capital commitments;

 

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•

changes in general economic or market conditions or trends in our industry or the economy as a whole;

 

•

changes in business or regulatory conditions;

 

•

future sales of our ordinary shares or other securities;

 

•

investor perceptions of the investment opportunity associated with our ordinary shares relative to other investment alternatives;

 

•

the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

 

•

announcements relating to litigation or governmental investigations;

 

•

guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance;

 

•

the development and sustainability of an active trading market for our ordinary shares;

 

•

changes in accounting standards, policies, guidelines, interpretations or principles;

 

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any significant change in our management or board of directors;

 

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sales of our ordinary shares by us, officers, directors and employees; and

 

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other events or factors, including those resulting from system failures and disruptions, natural disasters, war, including the conflicts in Ukraine and the Middle East, such as the situation in Iran, acts of terrorism, an outbreak of highly infectious or contagious diseases, such as COVID-19, or responses to these events, and the other factors described in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

If securities or industry analysts do not publish research or reports about our business, or they publish negative reports about our business, our share price, and trading volume could decline.

The trading market for our ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or our business, our market, and our competitors. These analysts operate independently, and we have no control over their opinions or coverage decisions. If one or more of the analysts who cover us downgrade our ordinary shares or change their opinion of our ordinary shares, our share price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

There has been no prior public market for our ordinary shares. An active market may not develop or be sustainable, and investors may be unable to resell their ordinary shares at or above the initial public offering price.

Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price for our ordinary shares was determined through negotiations between the representative of the underwriters and us and may vary from the market price of our ordinary shares following the completion of this offering. An active or liquid market in our ordinary shares may not develop upon completion of this offering or, if it does develop, it may not be sustainable. In the absence of an active trading market for our ordinary shares, you may not be able to resell your ordinary shares at or above the initial public offering price or at all. We cannot predict the prices at which our ordinary shares will trade.

Future issuances and sales of our ordinary shares may result in dilution of your percentage ownership and could impact your influence over shareholder voting matters.

The issuance of additional ordinary shares, through future issuances or sales, or the perception of such potential issuances or sales, may result in dilution of your percentage of ownership and could impact your

 

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influence over matters on which shareholders vote. This could potentially lead to difficulties in selling the ordinary shares purchased and may result in trading discounts. Furthermore, the market price of our ordinary shares may be negatively affected by future issuances or sales of our ordinary shares, including any substantial sales in the public market by us or our shareholders. After the Reorganization, the Share Split and this offering, there will be      ordinary shares outstanding. Sales of a substantial number of ordinary shares in the public market following this offering, or the perception of such sales, could cause the market price of our ordinary shares to decline.

We have broad discretion to determine how to use the funds we receive from this offering and may use them in ways that may not enhance our results of operations or the price of our ordinary shares.

We have broad discretion over the use of proceeds we receive from this offering, and we could spend the proceeds we receive from this offering in ways our shareholders may not agree with or that do not yield a favorable return, or no return at all. We currently expect to use the net proceeds for general corporate purposes, including repayment of certain of our existing indebtedness. However, our use of these proceeds may differ substantially from our current plans. If we do not invest or apply the proceeds we receive from this offering in ways that improve our results of operations, we may fail to achieve expected financial results, which could cause our share price to decline.

The potential future sales of our ordinary shares, or public market perceptions toward such sales, could lead to a drop in our ordinary share price.

If our existing shareholders sell, or indicate an intention to sell, substantial amounts of our ordinary shares in the public market after the contractual lock-up agreements described below expire and other restrictions on resale lapse, the trading price of our ordinary shares could decline below the initial public offering price. Upon the closing of this offering and after giving effect to the Reorganization and the Share Split, we will have outstanding      ordinary shares. Of these shares, all of the ordinary shares offered in connection with this offering will be eligible for sale in the public market and substantially all of the remaining ordinary shares will be subject to a 180 -day contractual lock-up with the underwriters. BofA Securities, Inc. and Goldman Sachs & Co. LLC, may permit our executive officers, directors, employees, and current shareholders who are subject to the contractual lock-up to sell our ordinary shares prior to the expiration of the lock- up agreements. Upon expiration of the contractual lock-up agreements with the underwriters, approximately      additional ordinary shares will be eligible for sale in the public market.

You will experience an immediate and substantial dilution of the net tangible book value of the ordinary shares you purchase in this offering.

The initial public offering price per share of our ordinary shares is substantially higher than our net tangible book value per ordinary share immediately after this offering. For this purpose, the net tangible book value per share represents the total amount of our tangible assets, less the total amount of liabilities, divided by the total number of ordinary shares outstanding, and dilution is determined by subtracting the net tangible book value per share after the offering from the initial public offering price per share. As a result, you may pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. Investors who purchase ordinary shares in this offering will be diluted by $     per share after giving effect to the sale of ordinary shares in this offering at the initial public offering price, the Reorganization and the Share Split. If we grant options, restricted share units, performance share units or share appreciation rights to our employees in the future, and those awards vest, any options are exercised or other issuances of ordinary shares are made, there will be further dilution.

Further, we may need to raise additional funds in the future to finance our operations and/or acquire complementary businesses. If we obtain capital in future offerings on a per-share basis that is less than the initial public offering price per share, the value of the price per share of your ordinary shares will likely be reduced. In

 

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addition, if we issue additional equity securities in a future offering and you do not participate in such offering, there will effectively be dilution in your percentage ownership interest in us.

We will in the future grant share options and other awards to our certain current or future officers, directors, employees, and consultants under additional plans or individual agreements. The grant, exercise, vesting, and/or settlement of these awards, as applicable, will have the effect of diluting your ownership interests in us. We may also issue additional equity securities in connection with other types of transactions, including ordinary shares issued as part of the purchase price for acquisitions of assets or other companies from time to time or in connection with strategic partnerships or joint ventures, or as incentives to management or other providers of resources to us. Such additional issuances are likely to have the same dilutive effect.

Following the completion of this offering, we will be a “controlled company” as defined under the Nasdaq corporate governance rules. Although we do not intend to rely on the “controlled company” exemptions under Nasdaq, we could elect to rely on one or more of these exemptions in the future and you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Upon the completion of this offering, EG Group Limited, which is indirectly controlled by Optima Bidco, will continue to own approximately     % of the voting power of our ordinary shares (or approximately    % if the underwriters exercise their option to purchase additional ordinary shares from us in full). As a result we will be a “controlled company” within the meaning of the Nasdaq corporate governance rules. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

 

•

the requirement that a majority of the board of directors consist of “independent directors” as defined under the Nasdaq rules;

 

•

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

 

•

the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 

•

the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

Although we do not intend to rely on the “controlled company” exemptions under Nasdaq rules, we could elect to rely on one or more of these exemptions in the future. If we elect to rely on any of the “controlled company” exemptions, our investors will not have the same protections afforded to shareholders of companies that are subject to these corporate governance requirements. Our status as a controlled company could cause our ordinary shares to look less attractive to certain investors or otherwise harm the trading price of the ordinary shares.

As long as we are a controlled company, you will have limited ability to influence matters requiring shareholder approval, it may be difficult for us to recruit independent directors and the interests of our principal shareholder may conflict with or differ from your interests as a shareholder.

For so long as the ownership and control of a majority of the voting power of our ordinary shares by EG Group Limited, which is indirectly controlled by Optima Bidco, continues, investors in this offering will not be able to affect the outcome of any shareholder vote requiring shareholder approval by ordinary resolution, as EG Group Limited generally will have the ability to control the outcome of all such corporate actions, including the election and removal of directors and changes to the size of our board of directors. Because EG Group Limited will be able

 

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to elect and remove all of the members of our board of directors, qualified and experienced persons who might otherwise accept an invitation to join our board of directors may decline, which means that we would not be able to benefit from their qualifications and expertise in service as members of our board of directors.

The interests of EG Group Limited may not coincide with, or may be adverse to, the interests of our other shareholders. EG Group Limited’s ability to control all ordinary resolutions submitted to our shareholders for approval will limit the ability of other shareholders to influence corporate matters and, as a result, we may take actions that our shareholders do not view as beneficial and/or that adversely affect our shareholders other than EG Group Limited. For example, the concentration of EG Group Limited’s ownership may delay or prevent any acquisition or delay or discourage takeover attempts that shareholders may consider to be favorable or make it more difficult or impossible for a third-party to acquire control of our company or effect a change in the board and management. Any delay or prevention of a change of control transaction could deter potential acquirors or prevent the completion of a transaction in which our shareholders could receive a premium over the then-current market price for their ordinary shares. As a result of the foregoing, the market price of our ordinary shares could be adversely affected.

If EG Group Limited sells a controlling equity interest in our company to a third party in a private transaction, you may not realize any change-of-control premium on your ordinary shares and we may become subject to the control of a currently unknown third party.

EG Group Limited will have the ability, should it choose to do so, to sell some or all of their ordinary shares in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of us. The ability of EG Group Limited to privately sell its ordinary shares, with no requirement for a concurrent offer to be made to acquire all of the ordinary shares that will be publicly traded following the completion of this offering, could prevent you from realizing any change-of-control premium on your ordinary shares that may otherwise accrue to EG Group Limited on its private sale of shares. In addition, if EG Group Limited privately sells its controlling equity interest, we may become subject to the control of a currently unknown third party. The interests of this third party may not be the same as, or may conflict with, the interests of our other shareholders. Furthermore, if EG Group Limited sells a controlling equity interest in our company to a third party, our future indebtedness may be subject to acceleration, and our other commercial agreements and relationships could be affected. The occurrence of any of these events could adversely affect our business, results of operations, financial condition and prospects.

Your ability to influence corporate matters may be limited because a small number of shareholders beneficially own a substantial amount of our ordinary shares and will continue to have substantial control over us after the offering.

Upon completion of this offering and after giving effect to the Reorganization and the Share Split, our officers, directors, and principal shareholders (greater than 5% shareholders) collectively will beneficially own approximately   % of our issued and outstanding ordinary shares. As a result, these shareholders will be able to exert significant influence over all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our Company or its assets, and may have interests that are different from yours and may vote in a way with which you disagree and which may be adverse to your interests. In addition, this concentration of ownership may have the effect of preventing, discouraging, or deferring a change of control, which could depress the market price of our ordinary shares.

Transactions engaged in by our principal shareholder, our officers or directors involving our ordinary shares may have an adverse effect on the price of our ordinary shares.

As described above, our officers, directors, and principal shareholder (greater than 5% shareholders) collectively will control approximately   % of our issued and outstanding ordinary shares upon completion of this offering and after giving effect to the Reorganization and the Share Split. Subsequent sales of our ordinary shares by this shareholder could have the effect of lowering our share price. The perceived risk associated with

 

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the possible sale of a large number of ordinary shares by this shareholder, or the adoption of significant short positions by hedge funds or other significant investors, could cause some of our shareholders to sell their shares, thus causing the price of our shares to decline. In addition, actual or anticipated downward pressure on our share price due to actual or anticipated sales of share by our directors or officers could cause other institutions or individuals to engage in short sales of our ordinary shares, which may further cause the price of our share to decline.

From time to time our directors and executive officers may sell our ordinary shares on the open market. These sales will be publicly disclosed in filings made with the SEC. In the future, our directors and executive officers may sell a significant number of ordinary shares for a variety of reasons unrelated to the performance of our business. Our shareholders may perceive these sales as a reflection on management’s view of the business and result in some shareholders selling our ordinary shares. These sales could cause the price of our share to drop.

We do not intend to pay dividends for the foreseeable future.

We currently do not anticipate declaring or paying any cash dividends to holders of our ordinary shares in the foreseeable future. The decision to declare, determine the amount, and pay any future dividends will be at the sole discretion of our board of directors. Various factors will be considered, including, but not limited to, solvency, the amount of our distributable reserves, general and economic conditions, our financial position, available cash, capital requirements, contractual and legal restrictions or regulatory implications. Consequently, shareholders may not receive any return on their investment unless they sell their ordinary shares at a price higher than their initial purchase. Our current focus is to retain earnings for the operation and expansion of our business. Therefore, we do not anticipate declaring or paying dividends in the foreseeable future. Investors seeking cash dividends should consider this before purchasing our ordinary shares. For further information on our dividend policies and restrictions, see “Dividend Policy.”

We have identified material weaknesses in our internal control over financial reporting. If our remediation of such material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to design and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired, which may adversely affect investor confidence in our financial reporting, and as a result, affect the value of our ordinary shares and our financial condition.

As a privately held company, we are not currently subject to Section 404 of the Sarbanes-Oxley Act. However, while preparing the combined consolidated financial statements that are included in this prospectus we identified material weaknesses related to five main areas: (i) our control environment; (ii) our risk assessment; (iii) our control activities; (iv) our information & communication; and (v) our monitoring activities. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim combined consolidated financial statements will not be prevented or detected on a timely basis. We did not formally design or maintain an effective control environment commensurate with the financial reporting requirements of a public company and we did not have the necessary business processes, systems, personnel and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company. This contributed to the following material weaknesses:

 

•

A lack of sufficient qualified financial reporting and accounting personnel, including those with technical expertise necessary to appropriately design, implement and operate internal control over financial reporting.

 

•

A lack of formally designed or implemented risk assessment process to identify and analyze risks of material misstatement in its financial statements or documented formal accounting policies and procedures and internal controls with a clear allocation of responsibilities commensurate with the financial reporting requirements of a public company.

 

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•

A lack of formalized information technology general controls (“ITGCs”) and information technology (“IT”) application controls relevant to financial reporting.

Management is committed to implementing changes to our internal control over financial reporting to ensure that the control deficiencies that contributed to the material weaknesses are remediated. These measures include (i) hiring additional accounting, IT, and internal audit personnel to ensure effectiveness of our processes and controls; (ii) engaging an external consulting firm to assist us with the assessment of Sarbanes-Oxley compliance requirements; (iii) formalizing a documented risk assessment, accounting policies and procedures, and internal control over financial reporting; and (iv) formalizing the controls for ITGCs and IT application controls relevant to financial reporting.

While we believe these actions will contribute to the remediation of the material weaknesses we have identified, we have not completed the corrective processes, procedures and related evaluation or remediation that we believe are necessary. We cannot assure you that the measures we have taken to date, and that we are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or to avoid the identification of additional material weaknesses in the future. If the steps we take do not remediate the material weaknesses in a timely manner, or we identify new material weaknesses in the future, there could continue to be a reasonable possibility that these control deficiencies or others could result in a material misstatement of our annual or interim combined consolidated financial statements that would not be prevented or detected on a timely basis, any of which could diminish investor confidence in us and cause a decline in the value of our ordinary shares. As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of, and other applicable securities rules and regulations. We will also be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 20-F. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our ordinary shares.

As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to our shareholders.

As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S. registrants and non-emerging growth companies. For example, as a foreign private issuer, in the U.S., we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the short-swing profit rules applicable to domestic U.S. registrants under Section 16(b) of the Exchange Act. In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Cayman legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.

Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 20-F within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to file reports on Form 6-K disclosing the limited information which we have made or are required to make public pursuant to Cayman Islands law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.

 

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Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same timeframes as U.S. companies with securities registered under the Exchange Act. We cannot predict if investors will find our ordinary shares less attractive because we will rely on these exemptions. If some investors find our ordinary shares less attractive as a result, the market for our ordinary shares may be less active or more volatile.

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.

In order to maintain our current status as a foreign private issuer, either (a) more than 50% of the voting power of all our outstanding classes of voting securities (on a combined basis) must be either directly or indirectly owned of record by nonresidents of the U.S. or (b)(1) a majority of our executive officers or directors must not be U.S. citizens or residents, (2) more than 50% of our assets cannot be located in the U.S. and (3) our business must be administered principally outside the U.S. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and Nasdaq rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the costs we will incur as a foreign private issuer. These costs will relate to, among other things, the obligation to present our financial information in accordance with U.S. GAAP in the future.

Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.

Our corporate affairs are governed by our Articles, the Companies Act (as amended) of the Cayman Islands (the “Companies Act”) and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are primarily governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived from judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under the laws of the Cayman Islands are not as clearly defined as under statutes or judicial precedent in existence in jurisdictions in the U.S. Therefore, you may have more difficulty protecting your interests than would shareholders of a corporation incorporated in a jurisdiction in the U.S., due to the comparatively less well-developed Cayman Islands law in this area.

A merger or consolidation may proceed under Cayman Islands law in one of two ways: by a court-sanctioned scheme of arrangement or by a statutory merger, see “Description of Share Capital and Memorandum and Articles of Association.” While Cayman Islands law allows a shareholder objecting to a court-sanctioned scheme of arrangement to express a view that such scheme of arrangement would not provide fair value for the shareholder’s shares, Cayman Islands statutory and common law in respect of schemes of arrangement does not specifically provide for shareholder appraisal rights in connection with a merger or consolidation effected by a scheme of arrangement of a company that has otherwise received the prescribed shareholder approval. This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation effected by a scheme of arrangement or to require that the acquirer gives you additional consideration if you believe the consideration offered is insufficient. However, in the event of a merger or consolidation consummated under the statutory merger regime, Cayman Islands law does provide in certain circumstances a mechanism for a dissenting shareholder to require us to apply to the Grand Court of the Cayman Islands (the “Grand Court”) for a determination of the fair value of the dissenter’s ordinary shares if it is not possible for the company and the dissenter to agree on a fair price within the time limits prescribed.

 

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Shareholders of Cayman Islands exempted companies, such as ours, have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our Articles to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

It should be noted that the Cayman Islands law has no legislation specifically dedicated to the rights of investors in securities and thus no statutorily defined private causes of action to investors in securities such as those found under the Securities Act or the Exchange Act in the U.S. Subject to limited exceptions, under Cayman Islands law, a shareholder may not bring a derivative action against the board of directors. Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management or members of our Board than they would as public shareholders of a company incorporated in the U.S. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the State of Delaware and their shareholders, see “Description of Share Capital and Memorandum and Articles of Association.”

There may be reputational risk associated with our Cayman Islands holding company structure, which could potentially have an adverse impact on our business, financial condition and results of operations.

As a company registered in the Cayman Islands, we are subject to increased scrutiny with respect to potential or alleged legal and regulatory breaches and unethical behavior and associated reputational risks, including with respect to the general perception and reputation of entities operating in this jurisdiction.

In February 2020, the Cayman Islands was placed on the list of non-cooperative jurisdictions published by the European Council of the EU for tax purposes. While appropriate legislative changes to the Cayman Islands’ tax policy framework were made, and the Cayman Islands was subsequently removed from the list in October 2020, this and similar future events may cause potential investors and other counterparties to question the integrity and transparency of our operations in the Cayman Islands. Similar events may result in a reduction of business activity conducted with us or counterparties altering the terms of their business with us so that they are less favorable. Any reputational harm associated with us having a Cayman Islands holding company structure could potentially have an adverse impact on our business, financial condition and results of operations.

Anti-takeover provisions in our organizational documents may discourage or prevent a change of control, even if an acquisition would be beneficial to our shareholders, which could depress the price of ordinary shares and prevent attempts by our shareholders to replace or remove our current management.

Our Articles contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. Our board of directors may be removed only by an ordinary resolution of our shareholders. In addition, vacancies on our board of directors may be filled by the remaining directors, with any director so appointed being required to stand for re-election at the next general meeting at which directors of the relevant class are elected. The board of directors shall be divided into three classes designated as Class I, Class II and Class III, respectively as determined by the chairman of the board of directors at the relevant time, and directors will generally be elected to serve staggered three year terms. Our board of directors is authorized to issue preference shares with such designations, rights and preferences as may be determined from time to time by the board of directors. These provisions may make it more difficult to remove management. Our board of directors has the ability to designate the terms of, and issue preferred shares without, shareholder approval.

Our Articles contain a prohibition on business combinations with any “interested” shareholder for a period of three years after such person becomes an interested shareholder unless (1) there is advance approval of our

 

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board of directors, (2) the interested shareholder owns at least 85% of our voting shares at the time the business combination commences or (3) the combination is approved by shareholders holding at least two-thirds of the votes attaching to the ordinary shares that are not held by the interested shareholder.

Taken together, these provisions may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our ordinary shares. See “Description of Share Capital and Memorandum and Articles of Association.”

As a foreign private issuer within the meaning of the Nasdaq corporate governance rules, we are permitted to rely on exemptions from certain of the Nasdaq corporate governance standards, including the requirement that a majority of our board of directors consist of independent directors. Our reliance on such exemptions may afford less protection to holders of our ordinary shares.

The Nasdaq corporate governance rules require listed companies to have, among other things, a majority of independent directors and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. For as long as we choose to rely on the foreign private issuer exemption to certain of the Nasdaq corporate governance standards, our board of directors’ approach to governance may be different from that of a board of directors of a U.S. domestic company, and, as a result, the management oversight of our company may be more limited than if we were subject to all of the Nasdaq corporate governance standards. While a majority of the directors on our board of directors are independent directors, as long as we rely on the foreign private issuer exemption to certain of the Nasdaq corporate governance standards, a majority of the directors on our board of directors may not be required to be independent directors.

In addition, while we expect to voluntarily follow most Nasdaq corporate governance rules, we intend to take advantage of certain exemptions, including, but not limited to, exemptions from:

 

•

the requirement to obtain shareholder approval for certain issuances of securities, including, among others, shareholder approval of equity compensation or purchase plans or other equity compensation arrangements and the issuance of more than 20% of our outstanding shares or voting power. We will follow Cayman Islands law with respect to any requirement to obtain shareholder approval in connection with such issuances;

 

•

the requirement that there be regularly scheduled meetings of only the independent directors at least twice a year. There is no similar requirement under Cayman Islands law. As a result, our independent directors may choose to meet in executive session at their discretion;

 

•

the requirement to disclose within four business days any determination to grant a waiver of the Code of Conduct (as defined herein) to directors and officers. While we intend to disclose any amendments to our Code of Conduct, or waivers of its requirements, on our website or in public filings under the Exchange Act, Cayman Islands law does not prescribe a specific timeline for such disclosure; and

 

•

the quorum requirements applicable to meetings of shareholders. Such quorum requirements are not prescribed by Cayman Islands law. In accordance with generally accepted business practice, our Articles and the Companies Act provide alternative quorum requirements that are generally applicable to meetings of shareholders.

We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. Accordingly, our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains and refers to certain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among others, statements concerning the potential exposure to market risks and statements expressing management’s expectations, beliefs, plans, objectives, intentions, estimates, forecasts, projections and assumptions. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.

Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “objectives,” “outlook,” “probably,” “project,” “will,” “seek,” “target” and other words of similar meaning in connection with a discussion of future operating or financial performance. All of these forward-looking statements are based on estimates and assumptions made by such entities that, although believed to be reasonable, are inherently uncertain. Therefore, undue reliance should not be placed upon any forward-looking statements. There are important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements. In addition, even if our actual results are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods. For example, factors that could cause our actual results to vary from projected future results include, but are not limited to:

 

•

an economic downturn, rising interest rates or a significant deterioration in macroeconomic conditions;

 

•

fluctuations in the cost price of fuel, including due to geopolitical events, such as Russia’s invasion of Ukraine, conflicts in the Middle East, such as the conflicts in Iran, and South America;

 

•

our inability to increase prices for our non-fuel products and services;

 

•

the devaluation of the reputations and brands of our suppliers and partners;

 

•

our dependency on fuel products being delivered by a small number of third-party suppliers;

 

•

our exposure to risks and liabilities from working with third parties;

 

•

competition in the industries and locations in which we operate;

 

•

our relationship with dealers, franchisors and retailers;

 

•

failure to maintain, or damage to, our brands;

 

•

our inability to successfully implement our strategies;

 

•

our inability to successfully integrate the businesses we have recently acquired or will in the future acquire;

 

•

our inability to support our growth with adequate corporate functions and other resources;

 

•

difficulties in realizing the returns, cost savings and other benefits from our acquisitions;

 

•

risks and uncertainties associated with conducting business in multiple countries;

 

•

our inability to adapt to new developments or technological changes in our industry;

 

•

our inability to adapt to changes in consumer preferences and perceptions, including demand for EV charging and declines in demand for traditional tobacco products;

 

•

costs and difficulties of complying with legislation on tobacco products, including e-cigarettes and vaping products;

 

•

our requirement for high levels of capital investments;

 

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•

our inability to build and scale our EV charging stations;

 

•

our inability to meet our fixed costs if our revenue declines;

 

•

our inability to meet environmental, social and governance (“ESG”) expectations and the costs of implementing our ESG strategy;

 

•

losses and liabilities related to our real estate portfolio;

 

•

an increase in our staff costs linked to a change in national minimum wage, national living wage and holiday pay rules and regulations;

 

•

risks related to joint ventures and other arrangements;

 

•

damage to our warehouse and distribution facility;

 

•

difficulties in providing financial information representative of the results of operations of the Company;

 

•

fluctuations in currency exchange rates;

 

•

costs and difficulties of complying with regulation and legislation;

 

•

costs of complying with current and future environmental and workplace health and safety requirements and liabilities or litigation related to contamination arising from the storage, handling, use or disposal of hazardous materials;

 

•

liabilities, litigation or other costs related to food safety issues or food-borne illnesses and compliance with applicable food safety regulations;

 

•

any involvement in disputes, legal proceedings and regulatory proceedings;

 

•

insufficient insurance coverage to cover our losses;

 

•

a loss of key personnel or our inability to attract and retain experienced employees;

 

•

failure to maintain good employee relations;

 

•

changes in credit and debit card provider requirements, payment methods or applicable regulations;

 

•

physical or transition risks and regulatory developments related to climate change;

 

•

legal liability and reputational harm linked to our failure to maintain the confidentiality of personal data;

 

•

a disruption in our equipment or information technology systems;

 

•

robbery, shop crime in our stores;

 

•

the impact of climate change on our network and operations;

 

•

changes in our operating results linked to seasonality and weather;

 

•

accidents, natural disasters, pandemics, terrorist activity, political instability and other events beyond our control

 

•

our inability to realize the full value of the significant amounts of goodwill that we record;

 

•

failure to obtain, maintain, protect, defend and enforce our intellectual property rights;

 

•

changes to accounting standards;

 

•

tax risks, including changes in tax law or its interpretation and application or tax audits;

 

•

changes in property taxes; and

 

•

the other factors set forth under “Risk Factors.”

 

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The foregoing factors should not be construed as exhaustive. We urge you to read this prospectus, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” for a more complete discussion of the factors that could affect our future performance and the industry in which we operate.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All forward-looking statements are expressly qualified in their entirety by the cautionary statements referred to in this section and contained elsewhere in this prospectus, including those set forth under “Risk Factors.” In light of these risks, our results could differ materially from the forward-looking statements contained in this prospectus.

 

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of our ordinary shares in this offering will be approximately $    million (or approximately $    million if the underwriters exercise their option to purchase additional ordinary shares from us in full), based on the assumed initial public offering price of $    per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering to repay approximately $    million in aggregate principal amount of borrowings outstanding under the New USD Term Loan Facility and the New EUR Term Loan Facility. Any proceeds remaining thereafter will be used for general corporate purposes.

The expected use of net proceeds from this offering represents our intentions based upon our present business plans and conditions as well as present market conditions. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application and specific allocations of the net proceeds of this offering. Pending the uses described above, we intend to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments or other securities.

The amount of what, and timing of when, we spend for these purposes may vary significantly and will depend on several factors, including our future revenue and cash generated by operations and the other factors described in “Risk Factors.” Accordingly, we will have broad discretion in deploying the net proceeds of this offering.

As of June 30, 2026, we had $  and $  million in aggregate principal amount of borrowings outstanding under the New USD Term Loan Facility and the New EUR Term Loan Facility, respectively. Our borrowings under the New USD Term Loan Facility and the New EUR Term Loan Facility bear interest at an annual rate equal to SOFR + 3.25% and EURIBOR+3.50%, respectively. The New USD Term Loan Facility and the New EUR Term Loan Facility are scheduled to mature in February 2031. See “Description of Certain Indebtedness.”

Each $1.00 increase (decrease) in the assumed initial public offering price of $     per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $    , assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1,000,000 ordinary shares in the number of ordinary shares sold in this offering by us, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $    , assuming an initial public offering price of $     per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

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DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to potentially repay any indebtedness and, therefore, we do not anticipate declaring or paying any cash dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability and other factors that our board of directors may deem relevant.

Accordingly, you may need to sell your our ordinary shares to realize a return on your investment, and you may not be able to sell your ordinary shares at or above the price you paid for them. See “Risk Factors—Risks Related to this Offering and the Ownership of Our Ordinary Shares—We do not intend to pay dividends for the foreseeable future.”

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2026:

 

•

on an actual basis; and

 

•

on an as adjusted basis, to give effect to (i) the Reorganization that was completed between December 2025 and the effectiveness of the registration statement, (ii) the Share Split and (iii) the issuance and sale of    ordinary shares in this offering at the assumed initial public offering price of $    per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the anticipated uses of proceeds therefor as described under “Use of Proceeds.”

The information discussed below is illustrative only. You should read the data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Share Capital and Memorandum and Articles of Association” and the combined consolidated financial statements and related notes included elsewhere in this prospectus.

 

		March 31, 2026
		Actual				As Adjusted(1)
		(in millions, except per share data)
Cash and cash equivalents		$	268			$
Indebtedness(2):
Term Loan Facilities			3,559
Revolving Credit Facility			—
Senior Secured Notes			1,707
Floating Rate PIK Notes			522
Total debt, including current portion		$	5,788
Net parent investment		$	1,116
Shareholders’ equity:
Share Capital		$	—			$
Issued Capital			—
Ordinary shares
Total shareholders’ equity		$	1,116
Total capitalization		$	6,904			$

(1)

Each $1.00 increase (decrease) in the assumed initial public offering price of $    per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, issued share capital, total shareholders’ equity and total capitalization by approximately $    , assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1,000,000 shares in the number of ordinary shares sold in this offering by us, as set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, issued share capital, total shareholders’ equity and total capitalization by approximately $    , assuming an initial public offering price of $    per share, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2)	The indebtedness amounts exclude unamortized debt issuance costs.

 

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The number of ordinary shares to be issued and outstanding after this offering is based on    of our ordinary shares issued and outstanding as of March 31, 2026, which gives effect to the issuance and sale of    ordinary shares in this offering, the Reorganization that was completed between December 2025 and the effectiveness of the registration statement and the Share Split, and excludes the impact of:

 

•

ordinary shares reserved for issuance under the 2026 Plan, including approximately      ordinary shares issuable pursuant to options and     ordinary shares issuable pursuant to restricted stock units that we intend to grant to certain of our directors, executive officers and other employees in connection with this offering.

The financial statements and the related notes thereto included elsewhere in this prospectus, including the share and per share information, are presented only on a historical basis and therefore do not reflect the Share Split.

 

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DILUTION

Information in this Dilution section reflects a     -for-1 subdivision of our ordinary shares to occur after the effectiveness of the registration statement of which this prospectus forms a part and prior to the closing of this offering.

If you invest in our ordinary shares in this offering, your ownership interest in our company will be diluted to the extent of the difference between the initial public offering price per ordinary share and the net tangible book value per ordinary share after this offering. Dilution occurs because the per share offering price of the ordinary shares is higher than the net tangible book value per share attributable to our existing shareholders.

Our net tangible book value as of     , 2026 was $     per ordinary share. Net tangible book value per share is calculated by subtracting our total liabilities from our total tangible assets and dividing the result by the total number of ordinary shares issued and outstanding, which includes the Reorganization that was completed between December 2025 and the effectiveness of the registration statement (after giving effect to the Share Split as noted above).

After giving effect to the adjustments described in our pro forma net tangible book value as of     , 2026, our pro forma net tangible book value was $    million, or $     per ordinary share. Pro forma net tangible book value represents the net tangible book value after giving effect to these adjustments.

After the sale of ordinary shares in this offering at an assumed initial public offering price of $     per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of     , 2026 would have been $    million, or $    per ordinary share. This represents an immediate increase in net tangible book value of $    per ordinary share to our existing shareholders and a dilution of $    per ordinary share to new investors purchasing ordinary shares in this offering. Dilution is calculated by subtracting the net tangible book value per ordinary share after this offering from the amount of cash that a new investor pays for an ordinary share.

The following table illustrates this dilution on a per ordinary share basis:

 

Assumed initial public offering price per ordinary share						$
Net tangible book value per ordinary share		$
Increase in pro forma net tangible book value per ordinary share attributable to this offering		$
Pro forma as adjusted net tangible book value per ordinary share						$
Dilution in pro forma net tangible book value per ordinary share to new investors in this offering						$

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase (decrease) in the assumed initial public offering price of $    per ordinary share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, would not affect the pro forma net tangible book deficit or the pro forma net tangible book deficit per ordinary share, but it would increase (decrease) dilution in pro forma net tangible book value (deficit) per ordinary share to new investors purchasing ordinary shares in this offering by $1.00. Each increase (decrease) of 1,000,000 shares from the expected number of ordinary shares to be sold by us in this offering would increase (decrease) dilution in pro forma net tangible book value (deficit) per ordinary share to new investors purchasing ordinary shares in this offering by $    .

 

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If the underwriters exercise in full their option to purchase additional ordinary shares, the pro forma net tangible book value per ordinary share after the offering would be $     per ordinary share, the increase in pro forma net tangible book value per ordinary share to existing shareholders would be $     per ordinary share and the dilution in pro forma net tangible book value to new investors would be $     per ordinary share, in each case, assuming an initial public offering price of $     per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The following table summarizes, on the pro forma basis described above as of immediately following the completion of this offering, the difference between our existing shareholders and new investors purchasing ordinary shares in this offering with respect to the aggregate number of ordinary shares purchased from us, the total consideration and the average price per ordinary shares paid to us, based on an assumed initial public offering price of $     per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

		Ordinary Shares Purchased								Total Consideration								Average Price Per Ordinary Share
		Number				Percent				Amount				Percent
Existing shareholders before this offering								%		$						%		$
New investors participating in this offering
Total							100	%		$					100	%		$

Assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, a $1.00 increase (decrease) in the assumed initial public offering price of $    per ordinary share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders, and average price per ordinary share paid by all shareholders by $    million, $    million, and $    per ordinary share, respectively.

Assuming the initial public offering price per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, remains the same, an increase (decrease) of 1,000,000 shares from the expected number of ordinary shares to be sold by us in this offering, as set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders, and average price per ordinary share paid by all shareholders by $    million, $    million, and $    per ordinary share, respectively.

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. In addition, to the extent we issue any additional share options or warrants or any outstanding share options are exercised, or if we issue any other securities or convertible debt in the future, investors will experience further dilution.

The number of ordinary shares to be issued and outstanding after this offering is based on    of our ordinary shares issued and outstanding as of    , 2026, which gives effect to the issuance and sale of    ordinary shares in this offering, the Reorganization that was completed between December 2025 and the effectiveness of the registration statement and the Share Split, and excludes:

 

•

ordinary shares reserved for issuance under our 2026 Plan, including approximately      ordinary shares issuable pursuant to options and     ordinary shares issuable pursuant to restricted stock units that we intend to grant to certain of our directors, executive officers and other employees in connection with this offering.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our combined consolidated financial statements and the related notes thereto included elsewhere in this prospectus. The statements in this discussion contain forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly in “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” or in other sections of this prospectus. The information in this section does not give effect to the Share Split.

Overview

We are one of the largest independent convenience retailers, with leading positions in highly attractive markets. We exist to serve the needs of our customers, and we invest in what matters to them, offering a broad range of great value, high quality products with a focus on convenience and excellent customer service. We benefit from strong regional presence and density in key geographies, including the Northeast in the United States, and Germany and Benelux in Europe. Our position is supported by strategically located high-volume sites, attractive underlying real estate, curated in-store offerings and a growing Foodservice offering that we believe provides a meaningful opportunity for future revenue and margin growth and contributes to a balanced gross profit mix across our fuel and in-store offerings.

In the United States, the Cumberland Farms brand maintains a strong position in the high-density Northeast region, complemented by our other regional brands. We plan to selectively rebrand sites within our portfolio to expand the Cumberland Farms footprint and create a more consistent brand identity. In Europe, we operate primarily through a partnership model, working with established brands across fuel, foodservice, grocery, and merchandise through brand partnerships and franchises. We have a strong competitive position in our European markets which are characterized by scarcity of quality sites and a regulatory environment that discourages new supply, complementing our scale and operational consistency.

We operate a flexible operating model that includes COCO sites, CONCO sites and Other sites. In the United States, foodservice is anchored by proprietary Farmhouse brand dispensed coffee and other dispensed beverage programs and is complemented by our emerging partnership with Krispy Krunchy Chicken, which we believe provides meaningful room for future foodservice growth. In Europe, our foodservice offering is broader and is driven by both established global brand partnerships and our own brand Go Fresh. Outside the store, as mobility needs evolve, we continue to expand both traditional fuel and, where economically appropriate, EV-charging, alongside a growing loyalty platform. Our priorities include strengthening same-store sales and fuel volumes, expanding foodservice and alternative fuels, improving operational efficiency, and pursuing disciplined long-term value creation, with a near-term focus on deleveraging. To drive growth going forward we are evaluating our portfolio for opportunities to rebrand banners to Cumberland Farms and uplift the quality of our locations to drive consumer traffic.

Recent Financial Performance

We have leveraged a combination of organic growth, disciplined portfolio optimization, operational execution and selected investments in our business to drive our financial performance. Our geographic market spread and diversification by product has also increased our financial resilience and performance in different market conditions.

For the three months ended March 31, 2026, we had net loss of $95 million and Adjusted EBITDA of $137 million. We had a gross profit mix of Fuel (50%), Grocery & Merchandise (31%), Foodservice (10%) and

 

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Other (9%) based on gross profit for the first quarter of 2026. For the first quarter of 2026 compared to the first quarter of 2025, we achieved the following financial results:

 

•

Total fuel gallons totaled 631 million in the first quarter of 2026 and 646 million in the first quarter of 2025. Fuel gross profit was $324 million and fuel margin was 51.3 cents per gallon in the first quarter of 2026. Fuel gross profit increased 27% from $255 million in the first quarter of 2025 and fuel margin increased 11.8 cents per gallon during the same period.

 

•

Grocery & Merchandise revenue totaled $747 million in the first quarter of 2026 and $723 million in the first quarter of 2025. Grocery & Merchandise gross profit was $204 million in the first quarter of 2026. Grocery & Merchandise gross profit margin was flat from 27.2% in the first quarter of 2025 to 27.3% in the first quarter of 2026.

 

•

Foodservice revenue totaled $139 million in the first quarter of 2025 and $142 million in the first quarter of 2026. Foodservice gross profit was $66 million in the first quarter while Foodservice gross profit margin was 50.4% in the first quarter of 2025 and 46.5% in the first quarter of 2026.

 

•

Total gross profit was $579 million in the first quarter of 2025 and $652 million in the first quarter of 2026, representing an increase of 13%.

 

•

Loss before income taxes was $103 million in the first quarter of 2026 as compared to income before income taxes of $4 million in the first quarter of 2025.

 

•

Adjusted EBITDA was $137 million in the first quarter of 2026 and $102 million in the first quarter of 2025, representing an increase of 34%.

For the year ended December 31, 2025, we had net loss from continuing operations of $145 million and Adjusted EBITDA of $693 million. We had a balanced gross profit mix of Fuel (45%), Grocery & Merchandise (34%), Foodservice (12%) and Other (9%) based on gross profit for fiscal year 2025. From fiscal year 2023 to fiscal year 2025, we achieved the following financial results:

 

•

Total fuel gallons totaled 2.76 billion in fiscal 2025, 2.84 billion in fiscal 2024 and 2.94 billion in fiscal 2023. Fuel gross profit was $1,208 million and fuel margin was 43.8 cents per gallon in fiscal 2025. Fuel gross profit decreased 4% from $1,252 million in fiscal 2024 and fuel margin decreased 0.3 cents per gallon during the same period. Fuel gross profit remained relatively flat from $1,261 million in fiscal 2023 to $1,252 million in fiscal 2024, with fuel margin increasing 1.2 cents per gallon during the same period.

 

•

Grocery & Merchandise revenue decreased from $3,432 million in fiscal 2023 to $3,316 million in fiscal 2024 and $3,296 million in fiscal 2025, representing a decline of 3% and 1%, respectively. Grocery & Merchandise gross profit was $914 million in fiscal year 2023, $936 million in fiscal year 2024 and $914 million in fiscal 2025. Grocery & Merchandise gross profit margin increased from 26.6% in fiscal 2023 to 28.2% in fiscal 2024, with a decrease to 27.7% in fiscal 2025.

 

•

Foodservice revenue was $646 million in fiscal 2023, $639 million in fiscal 2024 and $646 million in fiscal 2025. Foodservice gross profit was $318 million in fiscal 2023, $342 million in fiscal 2024 and $323 million in fiscal 2025. Foodservice gross profit margin increased from 49.2% in fiscal 2023 to 53.5% in fiscal 2024, with a decrease to 50.0% in fiscal 2025.

 

•

Total gross profit was $2,704 million in fiscal 2023, $2,746 million in fiscal 2024 and $2,675 million in fiscal 2025, representing an increase of 2% from fiscal 2023 to fiscal 2024 and a decrease of 3% from fiscal 2024 to fiscal 2025.

 

•

Income from continuing operations before income taxes was $437 million in fiscal 2023 as compared to a loss from continuing operations before income taxes of $239 million in fiscal 2024 and $205 million in fiscal 2025

 

•

Adjusted EBITDA was $682 million in fiscal 2023, $731 million in fiscal 2024 and $693 million in fiscal 2025, representing an increase of 7% from fiscal 2023 to 2024 and a decrease of 5% from fiscal 2024 to fiscal 2025.

 

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Key Performance Indicators

Store Count by Operating Model

Store count by operating model reflects the number of stores by region operated by our various models, COCO, CONCO and Other. The following table shows stores operating, acquired, opened and sold or closed during the period presented under each model during the period presented:

 

		U.S.								Europe												Total
Type of Site		COCO				CONCO				COCO				CONCO				Other				COCO				CONCO				Other
Number of Sites, as of December 31, 2023			1,514				61				729				532				566				2,243				593				566
Openings / New to Industry			—				—				1				2				14				1				2				14
Movement (COCO to CONCO)			(2	)			2				—				—				—				(2	)			2				—
Closure / Disposals			112				—				4				12				29				116				12				29
Number of Sites, as of December 31, 2024			1,400				63				726				522				551				2,126				585				551
Openings / New to Industry			10				—				1				3				7				11				3				7
Closure / Disposals			9				—				21				5				2				30				5				2
Number of Sites, as of December 31, 2025			1,401				63				706				520				556				2,107				583				556
Openings / New to Industry			—				—				8				1				—				8				1				—
Closure / Disposals			1				—				—				7				5				1				7				5
Number of Sites, as of March 31, 2026			1,400				63				714				514				551				2,114				577				551

We continuously evaluate our store portfolio to ensure alignment with our long-term strategic, operational and financial objectives. Our evaluation framework considers a range of factors, including:

 

•

Sustained site-level financial performance relative to internal benchmarks for sales, margin and EBITDA contribution

 

•

Forward-looking returns relative to required capital investment, including rebrand, refresh, compliance and foodservice-related expenditures

 

•

Local market conditions such as competitive intensity, traffic patterns and customer demand trends

 

•

Strategic fit within our targeted geographic footprint and long-term operating model

 

•

Asset-level considerations, including lease economics, underlying real estate value and alternative disposition opportunities.

Based on this framework, we may close or divest sites that are underperforming, capital inefficient or no longer aligned with our long-term strategy. The number of closures and disposals in fiscal 2024 reflects deliberate portfolio optimization actions, consistent with the framework applied to our store portfolio management. During fiscal 2023 and fiscal 2024, we divested approximately 112 U.S. locations, consisting of a combination of surplus properties, underperforming stores, and broader market exits. These actions were part of a strategic effort undertaken in fiscal 2023 and fiscal 2024 to streamline our U.S. geographic footprint and focus on core, higher-return markets. As a result, we reduced our U.S. operating footprint from approximately 32 states to 24 states. During fiscal 2025, we closed or divested 37 individual sites in continuation of our strategic effort to focus on core, higher-return markets. During the three months ended March 31, 2026, we closed 13 individual sites as they did not meet our performance or return thresholds. These actions were undertaken alongside continued new-store openings and the acquisition of additional sites, supporting disciplined capital allocation and the redeployment of capital toward higher-return organic and inorganic growth opportunities.

 

104