ARKO unit acquires U.S. Petroleum Partners fuel business

Available on EDGAR 11/12/2026 - 06:30 AM EST Accepted by SEC EDGAR 11/12/2026 - 06:30 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ARKO Corp.’s majority-owned subsidiary ARKO Petroleum Corp. and certain subsidiaries completed the acquisition on November 10, 2026, of assets and certain liabilities comprising U.S. Petroleum Partners, LLC’s fuel supply and distribution business. The buyer paid the seller approximately $200 million plus the value of closing-date inventory, and ARKO Petroleum issued 2,018,245 shares of its Class A common stock, valued at $30.0 million.

The shares and related dividends are held in escrow for delivery to the seller subject to the acquired business achieving EBITDA-based financial targets for the 12 months ending December 31, 2027. The buyer funded the cash consideration through borrowings under existing lines of credit. The business includes two fuel terminals in Novi, Michigan, and Toledo, Ohio, rights to supply fuel to approximately 400 dealer locations, and a vehicle fleet that currently transports more than 80% of its distributed fuel volumes.

1 point · 1 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 0 points

How the balance works

Positive

• Major pointCompleted fuel-platform acquisition includes supply rights to approximately 400 dealer locations.

Negative

• None.

Filing Explained

For the acquisition completed on November 10, ARKO says the acquired business’s required financial statements and pro forma information will be filed by amendment no later than 71 days after this report’s filing deadline.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Cash consideration: approximately $200 million ARKO Petroleum Class A common shares issued: 2,018,245 shares Consideration shares valuation: $30.0 million +3 more

6 metrics

Cash consideration approximately $200 million Paid to the seller at closing, plus the value of closing-date inventory

ARKO Petroleum Class A common shares issued 2,018,245 shares Consideration shares held in escrow

Consideration shares valuation $30.0 million Value stated under the purchase agreement’s pricing terms

Fuel terminals 2 terminals Located in Novi, Michigan, and Toledo, Ohio

Dealer locations with fuel supply rights approximately 400 locations Part of the acquired business

Distributed fuel volumes transported by fleet more than 80% Acquired business’s current vehicle fleet

Key Terms

vertically integrated, EBITDA-based financial targets, lines of credit

3 terms

vertically integrated technical

"a vertically integrated fuel supply and distribution platform"

Vertically integrated describes a company that owns and controls multiple steps in making and selling its products or services — for example sourcing raw materials, manufacturing, and distribution. Like a bakery that grows its own wheat, mills the flour, bakes the bread and runs the shops, this setup can lower costs, improve quality and speed to market and protect profit margins, but it also requires more capital and can reduce flexibility.

EBITDA-based financial targets financial

"achieving certain EBITDA-based financial targets"

lines of credit financial

"borrowings under its existing lines of credit"

Lines of credit are pre-approved loan arrangements from a bank or lender that let a borrower draw funds up to a set limit, repay them, and borrow again as needed. For investors, they show how a company manages short-term cash needs—like keeping a credit card for emergencies—and influence its ability to pay bills, cover unexpected costs, fund operations or growth, and the interest expense it may incur.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did ARKO pay for U.S. Petroleum Partners?

The buyer paid approximately $200 million plus the value of closing-date inventory, and ARKO Petroleum issued the seller 2,018,245 shares of Class A common stock valued at $30.0 million.

What did ARKO acquire from U.S. Petroleum Partners?

The acquired business includes two fuel terminals in Novi, Michigan, and Toledo, Ohio, rights to supply fuel to approximately 400 dealer locations, and a vehicle fleet that currently transports more than 80% of the business’s distributed fuel volumes.

When will ARKO provide the acquired business financial statements and pro forma information?

ARKO said it will file both by amendment no later than 71 days after the date the report is required to be filed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2026

ARKO Corp.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39828	85-2784337
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
8565 Magellan Parkway Suite 400
Richmond, Virginia				23227-1150
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 730-1568

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ARKO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 10, 2026 (the “Closing Date”), ARKO Petroleum Corp., a Delaware corporation (“APC”) and a majority owned subsidiary of ARKO Corp., a Delaware corporation (the “Company”), together with certain of APC’s subsidiaries (collectively, “Buyer”), completed their previously reported acquisition of the assets, and the assumption of certain liabilities, comprising the business of U.S. Petroleum Partners, LLC, a vertically integrated fuel supply and distribution platform serving customers throughout the Great Lakes region (the “Acquired Business”), pursuant to an Asset Purchase Agreement, dated as of August 4, 2026 (the “Purchase Agreement”), entered into by and among Buyer and the seller parties thereto (collectively, “Seller”).

The Acquired Business includes two fuel terminals in Novi, Michigan and Toledo, Ohio connected to the Buckeye Pipeline system, the right to supply fuel to approximately 400 dealer locations, as well as a vehicle fleet that currently transports more than 80% of the Acquired Business’ distributed fuel volumes.

On the Closing Date, Buyer paid to Seller aggregate cash consideration equal to approximately $200 million plus the value of inventory on the Closing Date, and APC issued to Seller an aggregate of 2,018,245 shares of APC’s Class A common stock, par value $0.0001 (the “Consideration Shares”), valued at $30.0 million in accordance with the previously reported pricing terms contained in the Purchase Agreement. All of the Consideration Shares, together with all dividends paid on the Consideration Shares, will be held in escrow and will be delivered to Seller subject to the Acquired Business achieving certain EBITDA-based financial targets for the 12-month period ending December 31, 2027.

APC funded the cash consideration through borrowings under its existing lines of credit.

The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, which the Company previously filed as Exhibit 2.1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2026.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements of the Acquired Business that are required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ARKO Corp.
Date:	November 12, 2026	By:	/s/ Arie Kotler
		Name: Title:	Arie Kotler Chairman of the Board, President and Chief Executive Officer

Filing Exhibits & Attachments

1 document

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