ARKO Corp.

Previous wording

Based in Richmond, VA, we are a leading independent convenience store operator and, as of June 30, 2025, we were one of the largest convenience store chains in the United States (“U.S.”) ranked by store count, operating 1,254 retail convenience stores. As of June 30, 2025, we also supplied fuel to 2,014 dealers locations and operated 287 cardlock locations (unstaffed fueling locations). We are well diversified geographically and, as of June 30, 2025, operated in the District of Columbia and more than 30 states in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern U.S.

Current wording

Based in Richmond, VA, we are a leading independent convenience store operator and, as of September 30, 2025, we were one of the largest convenience store chains in the United States (“U.S.”) ranked by store count, operating 1,182 retail convenience stores. As of September 30, 2025, we also supplied fuel to 2,053 dealers locations and operated 288 cardlock locations (unstaffed fueling locations). We are well diversified geographically and, as of September 30, 2025, operated in the District of Columbia and more than 30 states in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern U.S.

Previous wording

Our retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and merchandise to retail customers, from which we generate a significant portion of our revenue and a large proportion of our profitability. As of June 30, 2025, we operated the stores under more than 25 regional store brands including 1-Stop, Admiral, Apple Market®, BreadBox, Corner Mart, Dixie Mart, ExpressStop, E-Z Mart®, fas mart®, fastmarket®, Flash Market, Handy Mart, Jetz, Jiffi Stop®, Jiffy Stop, Li’l Cricket, Market Express, Next Door Store®, Pride, Roadrunner Markets, Rose Mart, Rstore, Scotchman®, shore stop®, Speedy’s, SpeedyQ, Town Star, Uncle’s, Village Pantry® and Young’s. We focus our marketing and merchandising initiatives at our retail stores on offering our customers an assortment of products with an attractive value proposition. Our retail offering includes a wide array of cold and hot foodservice, beverages, cigarettes and other tobacco products, candy, salty snacks, grocery, beer and general merchandise. We have foodservice offerings at approximately 1,070 stores, which include hot and fresh grab-n-go foods, deli, fried chicken, bakery, pizza, roller grill items and other prepared foods. We supplement our foodservice offering with approximately 100 quick service major national brand restaurants. Relevant and delicious food offerings are a key strategic priority for us with the launch of the flagship location of our new format store program in June 2025. Additionally, we provide a number of traditional convenience store services, including lottery, prepaid products, gift cards, money orders, ATMs, gaming, and other ancillary product and service offerings. We also generate revenues from car washes at approximately 70 of our locations.

Current wording

Our retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and merchandise to retail customers, from which we generate a significant portion of our revenue and a large proportion of our profitability. As of September 30, 2025, we operated the stores under more than 25 regional store brands including 1-Stop, Admiral, Apple Market®, BreadBox, Corner Mart, Dixie Mart, ExpressStop, E-Z Mart®, fas mart®, fastmarket®, Flash Market, Handy Mart, Jetz, Jiffi Stop®, Jiffy Stop, Li’l Cricket, Market Express, Next Door Store®, Pride, Roadrunner Markets, Rose Mart, Rstore, Scotchman®, shore stop®, Speedy’s, SpeedyQ, Town Star, Uncle’s, Village Pantry® and Young’s. We focus our marketing and merchandising initiatives at our retail stores on offering our customers an assortment of products with an attractive value proposition. Our retail offering includes a wide array of cold and hot foodservice, beverages, cigarettes and other tobacco products, candy, salty snacks, grocery, beer and general merchandise. We have foodservice offerings at approximately 1,015 stores, which include hot and fresh grab-n-go foods, deli, fried chicken, bakery, pizza, roller grill items and other prepared foods. We supplement our foodservice offering with approximately 90 quick service major national brand restaurants. Relevant and delicious food offerings are a key strategic priority for us, and we followed up on the launch of the flagship location of our new format store program in June 2025 by reopening an additional location in early August 2025, as described in more detail below. Additionally, we provide a number of traditional convenience store services, including lottery, prepaid products, gift cards, money orders, ATMs, gaming, and other ancillary product and service offerings. We also generate revenues from car washes at approximately 70 of our locations.

Previous wording

We had approximately 2.35 million enrolled members in our fas REWARDS® loyalty program at the end of the second quarter of 2025, representing an increase of 9.8% from the end of the second quarter of 2024. Our fas REWARDS® loyalty program is available in all of our retail stores and offers enrolled loyalty members in store exclusive promotional pricing, in-app member only deals not available without the app, as well as the ability to earn points that can be redeemed for either fuel or merchandise savings. Other in-app features include order and delivery, age verified offers on tobacco and alcohol, and a store locator with current gas prices at GPM stores nearby.

Current wording

We had approximately 2.39 million enrolled members in our fas REWARDS® loyalty program at the end of the third quarter of 2025, representing an increase of 7.1% from the end of the third quarter of 2024. Our fas REWARDS® loyalty program is available in all of our retail stores and offers enrolled loyalty members in store exclusive promotional pricing, in-app member only deals not available without the app, as well as the ability to earn points that can be redeemed for either fuel or merchandise savings. Other in-app features include order and delivery, age verified offers on tobacco and alcohol, and a store locator with current gas prices at GPM stores nearby.

Previous wording

Starting in the middle of 2024, we have expanded our wholesale fuel distribution network by converting a meaningful number of retail locations to dealer sites, which we expect will yield greater profitability. These sites, coupled with the sale of fuel at cardlock locations and commissions earned from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites, provide stable, ratable cash flows that, together with free cash flow from our retail segment, can be deployed to pursue accretive acquisitions and invest in our business. The wholesale segment adds significant fuel volumes to our robust retail fuel sales, which we believe enhances our purchasing power for our entire platform, including our retail segment, and improves our competitiveness as an acquirer of choice.

Current wording

Starting in the middle of 2024, as part of our Transformation Plan discussed in further detail below, we began to expand our wholesale fuel distribution network by converting a meaningful number of retail locations to dealer sites, which has yielded, and we expect will continue to yield, greater profitability once converted. These sites, coupled with the sale of fuel at cardlock locations and commissions earned from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites, provide stable, ratable cash flows that, together with free cash flow from our retail segment, can be deployed to pursue accretive acquisitions and invest in our business. The wholesale segment adds significant fuel volumes to our robust retail fuel sales, which we believe enhances our purchasing power for our entire platform, including our retail segment, and improves our competitiveness as an acquirer of choice.

Previous wording

Our wholesale segment supplies fuel to dealers, sub-wholesalers, and bulk and spot purchasers, on either a consignment or cost plus basis. For consignment arrangements, we retain ownership of the fuel inventory at the site, are responsible for the pricing of the fuel to the end consumer and share a portion of the gross profit earned from the sale of fuel with the consignment dealers. For cost plus arrangements, we sell fuel to dealers and bulk and spot purchasers on a fixed-fee basis. The sales price is determined according to the terms of the relevant agreement, which typically reflects our total fuel costs plus the cost of transportation and a margin, with us generally retaining the prompt pay discounts and rebates.

Current wording

Our wholesale segment supplies fuel to dealers, sub-wholesalers, and bulk and spot purchasers, on either a cost plus basis or consignment basis. For consignment arrangements, we retain ownership of the fuel inventory at the site until the time of sale to the ultimate customer by the dealer, we are responsible for the pricing of the fuel to the end consumer, and we share the gross profit generated from the sale of the fuel by the dealers. In certain cases, gross profit is split based on a percentage and in others, we pay a fixed fee per gallon to the dealer. For cost plus arrangements, we sell fuel to dealers and bulk and spot purchasers on a fixed-fee basis. The sales price is determined according to the terms of the relevant agreement with the dealer, which generally includes a stated reference price for the fuel plus the cost of transportation and a margin. We generally retain any prompt pay discounts and rebates.

Previous wording

Leveraging our unique, multi-segment operating model through more active conversion of retail stores within our retail segment to dealer sites within our wholesale segment. We have identified and expect to convert a meaningful number of retail locations to dealer sites, which we expect will yield greater profitability. Conversions of certain retail stores benefit both our dealers and us. Dealers are able to leverage their own scale by taking additional sites, while we realize higher profit from ongoing fuel supply agreements and rental income than from continuing to operate these stores in our retail segment. These conversions also will allow us to focus and better prioritize future investments in our remaining retail stores. During the three months ended June 30, 2025, we converted 70 retail stores to dealer sites, for a total of 129 stores converted in the six months ended June 30, 2025, and a total of 282 stores converted since the beginning of the retail store conversion initiative in the middle of 2024. We expect to convert a meaningful number of additional stores throughout 2025 and into 2026.

Current wording

Leveraging our unique, multi-segment operating model through more active conversion of retail stores within our retail segment to dealer sites within our wholesale segment. Conversions of certain retail stores benefit both our dealers and us. In such cases, dealers can leverage their own scale by taking additional sites, while we realize higher profit from ongoing fuel supply agreements and rental income than from continuing to operate these stores in our retail segment. These conversions also allow us to focus on and better prioritize future investments in our remaining retail stores. During the three months ended September 30, 2025, we converted 65 retail stores to dealer sites, for a total of 194 stores converted in the nine months ended September 30, 2025, and a total of 347 stores converted since the beginning of the retail store conversion initiative in the middle of 2024. We expect to convert a meaningful number of additional stores throughout the balance of 2025 and 2026. These conversions have resulted in approximately $6.5 million in incremental operating income before general and administrative expenses for the nine months ended September 30, 2025.

Previous wording

Additional targeted capital allocation toward strategic sub-segments of our retail stores, with a goal of increasing traffic and improving profitability. These investments will be guided by our pilot program of new format stores, the development of which was initiated in 2024, designed to elevate the customer experience and better reflect our commitment to foodservice, convenience, efficiency, and community connection. This new format includes a completely new inside and outside the store, a modernized layout, and we have introduced our new food and beverage concept, fas craves, which elevates our assortment of hot, cold and grab-n-go food and dispensed beverage offerings. The program consists of seven stores in the new format within one of our regions, with plans for a region-wide rollout before, ultimately, the expansion of this program across our retail footprint. One new format store opened in June 2025 and another opened in early August 2025.

Current wording

Additional targeted capital allocation toward strategic sub-segments of our retail stores, with a goal of increasing traffic and improving profitability. These investments will be guided by our pilot program of new format stores designed to elevate the customer experience and better reflect our commitment to foodservice, convenience, efficiency, and community connection. This new format includes a completely new inside and outside the store, a modernized layout, and we have introduced our new food and beverage concept, fas craves, which elevates our assortment of hot, cold and grab-n-go food and dispensed beverage offerings. This retail store remodeling pilot program consists of seven stores in the new format within one of our regions, with plans for a region-wide rollout before, ultimately, the expansion of this program across our retail footprint. We reopened two new format stores during the summer of 2025, including the flagship location of the program, and plan to reopen a third location during the fourth quarter of 2025 and the remaining four stores in the first half of 2026.

Previous wording

In the first quarter of 2025, we opened a Dunkin’ store and a fastmarket® location. Additionally, one NTI (new to industry) store opened in July 2025 and we have began working on three more NTI stores, out of which two are targeted to open in the second half of 2025.

Current wording

In the first quarter of 2025, we opened a Dunkin’ store and a fastmarket® location. Additionally, one additional NTI (new to industry) store (which included the fas craves concept) opened in July 2025 and we have begun working on three more NTI stores, of which two are targeted to open in the fourth quarter of 2025. Additionally, we are advancing a number of NTI cardlock locations with target openings during 2026, which we anticipate will have a positive impact on our results of operations given the attractive, recurring cash flow profile of this business.

Previous wording

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

Current wording

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

Previous wording

Results of Operations for the three and six months ended June 30, 2025 and 2024

Current wording

Results of Operations for the three and nine months ended September 30, 2025 and 2024

Previous wording

The period-to-period comparisons of our results of operations contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation have been prepared using our condensed consolidated interim financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Financial Statements”). The following discussion should be read in conjunction with the Quarterly Financial Statements. All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel (intercompany charges by GPMP).

Current wording

The period-to-period comparisons of our results of operations contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation have been prepared using our condensed consolidated unaudited interim financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Financial Statements”). The following discussion should be read in conjunction with the Quarterly Financial Statements. All figures for fuel costs, fuel contribution and fuel margin per gallon exclude the estimated fixed margin or fixed fee paid to GPMP for the cost of fuel (intercompany charges by GPMP).

Previous wording

The table below shows our consolidated results for the three and six months ended June 30, 2025 and 2024, together with certain key metrics.

Current wording

The table below shows our consolidated results for the three and nine months ended September 30, 2025 and 2024, together with certain key metrics.

Previous wording

For the three months ended June 30, 2025, fuel revenue decreased by $318.0 million, or 16.8%, compared to the second quarter of 2024. The decrease in fuel revenue was attributable primarily to a decrease in the average price of fuel compared to the second quarter of 2024 and fewer gallons sold in the second quarter of 2025 compared to the second quarter of 2024 due to a challenging macroeconomic environment.

Current wording

For the three months ended September 30, 2025, fuel revenue decreased by $183.9 million, or 10.3%, compared to the third quarter of 2024. The decrease in fuel revenue was attributable primarily to a decrease in the average price of fuel compared to the third quarter of 2024 and fewer gallons sold in the third quarter of 2025 compared to the third quarter of 2024 due to a challenging macroeconomic environment.

Previous wording

For the three months ended June 30, 2025, merchandise revenue decreased by $74.1 million, or 15.6%, compared to the second quarter of 2024, primarily due to a decrease in merchandise revenue from retail stores that we closed or converted to dealers in the trailing 12 month period and a decrease in same store merchandise revenues.

Current wording

For the three months ended September 30, 2025, merchandise revenue decreased by $79.9 million, or 17.0%, compared to the third quarter of 2024, primarily due to a decrease in merchandise revenue from retail stores that we closed or converted to dealers since the middle of 2024 as well as a decrease in same store merchandise revenues.

Previous wording

For the three months ended June 30, 2025, other revenues, net increased by $3.5 million, or 13.1%, compared to the second quarter of 2024, primarily due to the net impact of additional income from retail stores that we converted to dealers in the trailing 12 month period.

Current wording

For the three months ended September 30, 2025, other revenues, net increased by $5.4 million, or 20.8%, compared to the third quarter of 2024, primarily due to the net impact of additional income from retail stores that we converted to dealers since the middle of 2024.

Previous wording

For the three months ended June 30, 2025, total operating expenses decreased by $384.9 million compared to the second quarter of 2024. Fuel costs decreased $309.1 million, or 17.9%, compared to the second quarter of 2024, and merchandise costs decreased $52.8 million, or 16.6%, compared to the second quarter of 2024, consistent with the reduction in fuel and merchandise revenues. For the three months ended June 30, 2025, site operating expenses decreased $21.2 million, or 9.5%, compared to the second quarter of

Current wording

For the three months ended September 30, 2025, total operating expenses decreased by $253.6 million compared to the third quarter of 2024. Fuel costs decreased $173.2 million, or 10.7%, compared to the third quarter of 2024, and merchandise costs decreased $57.3 million, or 18.2%, compared to the third quarter of 2024, consistent with the reduction in fuel and merchandise revenues. For the three months ended September 30, 2025, site operating expenses decreased $24.3 million, or 10.9%, compared to the third quarter of 2024 primarily due to lower expenses from retail stores that we closed or converted to dealers, and lower personnel costs and credit card fees in same stores, which were partially offset by an increase in other same store expenses, primarily related to repairs and maintenance.

Previous wording

For the three months ended June 30, 2025 and 2024, depreciation and amortization expenses were similar.

Current wording

For the three months ended September 30, 2025 and 2024, depreciation and amortization expenses decreased $0.2 million, or 0.6%, compared to the third quarter of 2024.

Previous wording

For the three months ended June 30, 2025, other income, net increased by $17.5 million, compared to the second quarter of 2024 primarily due to a gain of approximately $20.8 million related to the expiration of a real estate purchase option received in 2021 in connection with our acquisition of certain ExpressStop convenience stores that was accounted for as a sale-leaseback, which was primarily offset by additional losses on disposal of assets and impairment charges in the second quarter of 2025 compared to the second quarter of 2024.

Current wording

For the three months ended September 30, 2025, other expenses, net increased $0.8 million, compared to the third quarter of 2024 primarily due to higher acquisitions and divestiture costs, which was primarily offset by fewer losses on disposal of assets and impairment charges in the third quarter of 2025 compared to the third quarter of 2024.

Previous wording

For the three months ended June 30, 2025, operating income was $56.7 million compared to $42.9 million for the three months ended June 30, 2024. The increase was primarily due to the gain on sale-leaseback, partially offset by lower same store merchandise and fuel contribution.

Current wording

For the three months ended September 30, 2025, operating income was $35.9 million compared to $41.6 million for the three months ended September 30, 2024. The decrease was primarily due to lower same store merchandise and fuel contribution, and higher same store operating expenses and general and administrative expenses, which were partially offset by the net benefit of the retail stores that we closed or converted to dealers.

Previous wording

For the six months ended June 30, 2025 and 2024, income tax expense was $4.2 million and $0.8 million, respectively.

Current wording

For the three months ended September 30, 2025 and 2024, income tax expense was $2.4 million and $8.3 million, respectively.

Previous wording

For the six months ended June 30, 2025 and 2024, net income attributable to the Company was $7.4 million and $13.5 million, respectively.

Current wording

For the three months ended September 30, 2025 and 2024, net income attributable to the Company was $13.5 million and $9.7 million, respectively.

Previous wording

For the three months ended June 30, 2025, Adjusted EBITDA was $76.9 million compared to $80.1 million for the three months ended June 30, 2024. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Current wording

For the three months ended September 30, 2025 and 2024, Adjusted EBITDA was $75.2 million and $78.8 million, respectively. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Previous wording

For the six months ended June 30, 2025, fuel revenue decreased by $502.4 million, or 14.3%, compared to the first half of 2024. The decrease in fuel revenue was attributable primarily to a decrease in the average price of fuel compared to the first half of 2024 and fewer gallons sold in the first half of 2025 compared to the first half of 2024, due to a challenging macroeconomic environment, as well as severe weather conditions in January and February 2025 in certain of the markets in which we operate.

Current wording

For the nine months ended September 30, 2025, fuel revenue decreased by $686.3 million, or 12.9%, compared to the first three quarters of 2024. The decrease in fuel revenue was attributable primarily to a decrease in the average price of fuel compared to the first three quarters of 2024 and fewer gallons sold in the first three quarters of 2025 compared to the first three quarters of 2024, due to a challenging macroeconomic environment, as well as severe weather conditions in January and February 2025 in certain of the markets in which we operate.

Previous wording

For the six months ended June 30, 2025, merchandise revenue decreased by $134.3 million, or 15.1%, compared to the first half of 2024, primarily due to a decrease in merchandise revenue from retail stores that we closed or converted to dealers in the trailing 12 month period and a decrease in same store merchandise revenues.

Current wording

For the nine months ended September 30, 2025, merchandise revenue decreased by $214.2 million, or 15.8%, compared to the first three quarters of 2024, primarily due to a decrease in merchandise revenue from retail stores that we closed or converted to dealers since the middle of 2024 as well as a decrease in same store merchandise revenues.

Previous wording

For the six months ended June 30, 2025, other revenue increased by $4.5 million, or 8.5%, compared to the first half of 2024, primarily due to the net impact of additional income from retail stores that we converted to dealers in the trailing 12 month period.

Current wording

For the nine months ended September 30, 2025, other revenue increased by $9.9 million, or 12.6%, compared to the first three quarters of 2024, primarily due to the net impact of additional income from retail stores that we converted to dealers since the middle of 2024.

Previous wording

For the six months ended June 30, 2025, total operating expenses decreased by $621.3 million, or 14.1%, compared to the first half of 2024. Fuel costs decreased $486.4 million, or 15.1%, compared to the first half of 2024, and merchandise costs decreased $95.7 million, or 16.0%, compared to the first half of 2024, consistent with the reduction in fuel and merchandise revenues. For the six months ended June 30, 2025, site operating expenses decreased $40.2 million, or 9.1%, compared to the first half of 2024 due to a decrease in same store expenses, including lower personnel costs and credit card fees partially offset by higher snow removal expenses resulting from severe weather conditions in certain of the markets in which we operate, and lower expenses due to retail stores that we closed or converted to dealers, slightly offset by incremental expenses as a result of the SpeedyQ Acquisition.

Current wording

For the nine months ended September 30, 2025, total operating expenses decreased by $874.9 million, or 13.1%, compared to the first three quarters of 2024. Fuel costs decreased $659.6 million, or 13.6%, compared to the first three quarters of 2024, and merchandise costs decreased $153.0 million, or 16.7%, compared to the first three quarters of 2024, consistent with the reduction in fuel and merchandise revenues. For the nine months ended September 30, 2025, site operating expenses decreased $64.4 million, or 9.7%, compared to the first three quarters of 2024 due to a decrease in same store expenses, including lower personnel costs and credit card fees, partially offset by higher repair and maintenance expenses including higher snow removal expenses resulting from severe weather conditions in certain of the markets in which we operate, and lower expenses from retail stores that we closed or converted to dealers, slightly offset by incremental expenses as a result of the SpeedyQ Acquisition.

Previous wording

For the three months ended June 30, 2025, general and administrative expenses decreased $1.7 million, or 4.0%, compared to the second quarter of 2024.

Current wording

For the nine months ended September 30, 2025, general and administrative expenses decreased $0.8 million, or 0.7%, compared to the first three quarters of 2024.

Previous wording

For the six months ended June 30, 2025, depreciation and amortization expenses increased $3.2 million, or 4.9%, compared to the first half of 2024 primarily due to assets acquired in the trailing 12 month period.

Current wording

For the nine months ended September 30, 2025, depreciation and amortization expenses increased $3.0 million, or 3.1%, compared to the first three quarters of 2024 primarily due to assets acquired in the trailing 12-month period.

Previous wording

For the six months ended June 30, 2025, other income, net increased by $17.8 million, compared to the first half of 2024, primarily due to a gain of approximately $20.8 million related to the expiration of a real estate purchase option received in 2021 in connection with our acquisition of certain ExpressStop convenience stores that was accounted for as a sale-leaseback, partially offset by greater losses on disposal of assets and impairment charges and higher acquisition and divestiture costs in the first half of 2025 compared to the first half of 2024.

Current wording

For the nine months ended September 30, 2025, other income, net increased by $16.9 million, compared to the first three quarters of 2024, primarily due to a gain of approximately $20.8 million related to the expiration of a real estate purchase option received in 2021 in connection with our acquisition of certain ExpressStop convenience stores that was accounted for as a sale-leaseback, partially offset by higher acquisition and divestiture costs in the first three quarters of 2025 compared to the first three quarters of 2024.

Previous wording

For the six months ended June 30, 2025, operating income was $44.9 million compared to $38.1 million for the six months ended June 30, 2024. The increase was primarily due to the gain on the aforementioned sale-leaseback and the benefit from retail stores that we closed or converted to dealers in the trailing 12 month period, partially offset by lower same store merchandise and fuel contribution and higher depreciation and amortization expenses.

Current wording

For the nine months ended September 30, 2025, operating income was $80.9 million compared to $79.7 million for the nine months ended September 30, 2024. The increase was primarily due to lower same store merchandise and fuel contribution and higher depreciation and amortization expenses, partially offset by the gain on the aforementioned sale-leaseback and the benefit from retail stores that we closed or converted to dealers.

Previous wording

For the six months ended June 30, 2025, interest and other financial expenses, net increased by $9.5 million compared to the first half of 2024, primarily related to a decrease of $4.3 million in income recorded in the first half of 2025 compared to the first half of 2024 for fair value adjustments related to the Public Warrants, Private Warrants and Additional Deferred Shares (each as defined in Note 9 to the Quarterly Financial Statements) and approximately $9.2 million recorded as financial income in the first half of 2024 related to the issuance of the shares as payment of deferred consideration and the settlement of deferred consideration related to the TEG acquisition, partially offset by higher interest income generated and lower average interest rates in the first half of 2025.

Current wording

For the nine months ended September 30, 2025, interest and other financial expenses, net increased by $6.1 million compared to the first three quarters of 2024, primarily related to a decrease of $2.2 million in income recorded in the first three quarters of 2025 compared to the first three quarters of 2024 for fair value adjustments related to the Public Warrants, Private Warrants and Additional Deferred Shares and approximately $9.2 million recorded as financial income in the first three quarters of 2024 related to the issuance of the shares as payment of deferred consideration and the settlement of deferred consideration related to the TEG acquisition, partially offset by higher interest income generated and lower average interest rates in the first three quarters of 2025.

Previous wording

For the three months ended June 30, 2025, net income attributable to the Company was $20.1 million compared to $14.1 million for the three months ended June 30, 2024.

Current wording

For the nine months ended September 30, 2025 and 2024, net income attributable to the Company was $20.9 million and $23.1 million, respectively.

Previous wording

For the six months ended June 30, 2025, Adjusted EBITDA was $107.8 million compared to $113.2 million for the six months ended June 30, 2024. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Current wording

For the nine months ended September 30, 2025 and 2024, Adjusted EBITDA was $183.0 million and $192.0 million, respectively. Refer to “Use of Non-GAAP Measures” below for discussion of this non-GAAP performance measure and related reconciliation to net income.

Previous wording

For the three months ended June 30, 2025, fuel revenue decreased by $228.3 million, or 23.4%, compared to the second quarter of 2024. The decrease in fuel revenue was attributable to a decrease in gallons sold at same stores of approximately 6.5%, or 16.1 million gallons, reflecting the challenging macroeconomic environment, and a $0.33 per gallon decrease in the average retail price of fuel in the second quarter of 2025 compared to the second quarter of 2024, primarily due to market factors. Retail stores that we closed or converted to dealers in the trailing 12 month period also negatively impacted gallons sold by 26.8 million gallons.

Current wording

For the three months ended September 30, 2025, fuel revenue decreased by $185.4 million, or 19.9%, compared to the third quarter of 2024. The decrease in fuel revenue was attributable to a decrease in gallons sold at same stores of approximately 4.7%, or 11.5 million gallons, reflecting the challenging macroeconomic environment, and a $0.16 per gallon decrease in the average retail price of fuel in the third quarter of 2025 compared to the third quarter of 2024, primarily due to market factors. Retail stores that we closed or converted to dealers since the middle of 2024 also negatively impacted gallons sold by 33.6 million gallons.

Previous wording

For the three months ended June 30, 2025, merchandise revenue decreased by $74.1 million, or 15.6%, compared to the second quarter of 2024, primarily caused by a decline in customer transactions reflecting the challenging macroeconomic environment, and a decrease in merchandise revenue of $57.2 million from retail stores that we closed or converted to dealers in the trailing 12 month period. Same store merchandise sales decreased $16.6 million, or 4.2%, for the second quarter of 2025 compared to the second quarter of 2024. Approximately half of the decline in same store merchandise revenue resulted from lower revenues from cigarettes.

Current wording

For the three months ended September 30, 2025, merchandise revenue decreased by $79.9 million, or 17.0%, compared to the third quarter of 2024, primarily due to a decline in customer transactions reflecting the challenging macroeconomic environment, and a decrease in merchandise revenue of $71.7 million from retail stores that we closed or converted to dealers since the middle of 2024. Same store merchandise sales decreased $8.8 million, or 2.2%, for the third quarter of 2025 compared to the third quarter of 2024. Approximately two-thirds of the decline in same store merchandise revenue resulted from lower revenues from cigarettes.

Previous wording

For the three months ended June 30, 2025, other revenues, net decreased by $2.1 million, or 12.6%, compared to the second quarter of 2024, primarily due to a decrease of $0.7 million in same store other revenues principally due to reduced lottery commissions and a decrease in other revenues of $1.4 million from retail stores that we closed or converted to dealers in the trailing 12 month period.

Current wording

For the three months ended September 30, 2025, other revenues, net decreased by $1.4 million, or 8.5%, compared to the third quarter of 2024, primarily due to a decrease in other revenues of $1.7 million from retail stores that we closed or converted to dealers since the middle of 2024.

Previous wording

For the three months ended June 30, 2025, fuel contribution decreased $10.1 million, or 8.6%, compared to the second quarter of 2024, primarily due to a $9.4 million decrease in fuel contribution related to retail stores that we closed or converted to dealers in the trailing 12 month period compared to the second quarter of 2024 and a same store fuel contribution decrease of $0.8 million. Fuel margin per gallon at same stores for the second quarter of 2025 increased to 45.0 cents per gallon from 42.4 cents per gallon for the second quarter of 2024.

Current wording

For the three months ended September 30, 2025, fuel contribution decreased $13.0 million, or 11.1%, compared to the third quarter of 2024, primarily due to a $11.9 million decrease in fuel contribution related to retail stores that we closed or converted to dealers since the middle of 2024 compared to the third quarter of 2024 and a same store fuel contribution decrease of $1.3 million.

Previous wording

For the three months ended June 30, 2025, merchandise contribution decreased $21.3 million, or 13.7%, compared to the second quarter of 2024, while merchandise margin increased to 33.6% from 32.8% in the prior period. The decrease in merchandise contribution was due to a $18.0 million decrease in merchandise contribution related to retail stores that we closed or converted to dealers in the trailing 12 month period and an approximately $3.7 million decrease in same store merchandise contribution. Same store merchandise margin was 33.8% in the second quarter of 2025 compared to 33.3% in the second quarter of 2024.

Current wording

For the three months ended September 30, 2025, merchandise contribution decreased $22.5 million, or 14.6%, compared to the third quarter of 2024, while merchandise margin increased to 33.7% from 32.8% in the third quarter of 2024. The decrease in merchandise contribution was due to a $22.2 million decrease in merchandise contribution related to retail stores that we closed or converted to dealers since the middle of 2024 and a $0.7 million decrease in same store merchandise contribution. Same store merchandise margin was 33.8% in the third quarter of 2025 compared to 33.2% in the third quarter of 2024.

Previous wording

For the three months ended June 30, 2025, site operating expenses decreased $25.9 million, or 12.8%, compared to the three months ended June 30, 2024 primarily due $25.4 million of reduced expenses related to retail stores that we closed or converted to dealers in the trailing 12 month period, and a decrease in same store operating expenses of $1.4 million, or 0.8%, related to lower personnel costs and credit card fees, which were partially offset by incremental expenses related to the SpeedyQ Acquisition.

Current wording

For the three months ended September 30, 2025, site operating expenses decreased $29.2 million, or 14.5%, compared to the three months ended September 30, 2024 primarily due to $33.0 million of reduced expenses related to retail stores that we closed or converted to dealers since the middle of 2024, which was partially offset by an increase in same store operating expenses of $2.9 million, or 1.8%, primarily due to higher repair and maintenance expenses, which were slightly offset by lower personnel costs and credit card fees.

Previous wording

For the six months ended June 30, 2025, fuel revenue decreased by $362.0 million, or 20.1%, compared to the first half of 2025. The decrease in fuel revenue was attributable to a decrease in same store gallons sold of approximately 6.4%, or 30.6 million gallons, reflecting the challenging macroeconomic environment as well as severe weather conditions in January and February 2025 in certain of the markets in which we operate, and a $0.25 per gallon decrease in the average retail price of fuel in the first half of 2025 compared to the first half of 2024, primarily due to market factors. Retail stores which we closed or converted to dealers in the trailing 12 month period also negatively impacted gallons sold by 46.0 million gallons. Partially offsetting these decreases were an incremental 2.6 million gallons sold, or $6.2 million in fuel revenue, contributed by the SpeedyQ Acquisition.

Current wording

For the nine months ended September 30, 2025, fuel revenue decreased by $547.4 million, or 20.0%, compared to the first three quarters of 2025. The decrease in fuel revenue was attributable to a decrease in same store gallons sold of approximately 5.8%, or 42.1 million gallons, reflecting the challenging macroeconomic environment as well as severe weather conditions in January and February 2025 in certain of the markets in which we operate, and a $0.22 per gallon decrease in the average retail price of fuel in the first three quarters of 2025 compared to the first three quarters of 2024, primarily due to market factors. Retail stores which we closed or converted to dealers since the middle of 2024 also negatively impacted gallons sold by 79.6 million gallons. Partially offsetting these decreases were an incremental 2.6 million gallons sold, or $6.2 million in fuel revenue, contributed by the SpeedyQ Acquisition.