ARKO unit APC posts preliminary 2025 net income

ARKO Corp. reported that its subsidiary ARKO Petroleum Corp. (APC) has issued preliminary net income estimates for the fourth quarter and full year ended December 31, 2025.

Rhea-AI Filing Summary

ARKO Corp. reported that its subsidiary ARKO Petroleum Corp. (APC) has issued preliminary net income estimates for the fourth quarter and full year ended December 31, 2025. APC currently expects net income between $4.1 million and $7.4 million for the fourth quarter and between $28.8 million and $32.1 million for the full year.

These figures come from an amendment to APC’s Form S-1 registration statement and are unaudited, based on management’s estimates, and subject to completion of normal financial closing procedures. APC’s auditor, Grant Thornton LLP, has not performed any work on this preliminary data and provides no assurance. ARKO also furnished a press release with these estimates as an exhibit.

Insights

Equity research analyst

ARKO’s APC unit shared unaudited 2025 profit ranges that remain subject to closing.

ARKO Petroleum Corp., a subsidiary of ARKO Corp., released preliminary net income ranges via an amendment to its Form S-1. Management estimates net income of $4.1 million–$7.4 million for Q4 and $28.8 million–$32.1 million for the year ended December 31, 2025.

The company emphasizes these are unaudited, based on currently available information, and dependent on completing standard closing procedures. Grant Thornton LLP has not audited, reviewed, or compiled this preliminary data and therefore offers no assurance on the figures.

An investor takeaway is that these numbers provide an early view of profitability at APC, but final audited results could differ once financial closing is complete. Additional detail may appear when ARKO and APC release full year-end financial statements.

8-K Event Classification

Item 2.02 — Results of Operations and Financial Condition

1 item

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

FAQ

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

What preliminary 2025 results did ARKO (ARKO) disclose for APC?

ARKO disclosed that subsidiary ARKO Petroleum Corp. expects 2025 net income between $28.8 million and $32.1 million, with fourth-quarter net income estimated between $4.1 million and $7.4 million. These figures are preliminary, unaudited, and subject to completion of normal year-end closing procedures.

Which period do ARKO Petroleum Corp.’s preliminary net income estimates cover?

The preliminary estimates cover the fourth quarter and the full year ended December 31, 2025. ARKO Petroleum Corp. expects Q4 net income of $4.1–$7.4 million and full-year net income of $28.8–$32.1 million, based on management’s current information.

How reliable are ARKO Petroleum Corp.’s preliminary net income figures?

The figures are management’s unaudited estimates and may change. ARKO notes that financial closing procedures for the quarter and year are not complete, and Grant Thornton LLP has not audited, reviewed, or compiled the preliminary information or provided any assurance.

How were ARKO Petroleum Corp.’s preliminary results communicated to investors?

APC’s preliminary results were included in an amendment to its Form S-1 registration statement. ARKO Corp. also furnished a press release as Exhibit 99.1 in a current report, incorporating the same preliminary estimated financial information for the fourth quarter and full year 2025.

Does the ARKO (ARKO) filing change how the information is treated under securities laws?

Yes. ARKO states that the information in this current report, including Exhibit 99.1, is being furnished, not filed. As a result, it is not subject to Section 18 liability under the Exchange Act and is only incorporated into other filings if expressly stated.

What role does Grant Thornton LLP play in ARKO Petroleum Corp.’s preliminary results?

Grant Thornton LLP is APC’s independent registered public accounting firm, but it has not audited, reviewed, compiled, or performed procedures on the preliminary figures. Therefore, Grant Thornton provides no opinion or assurance regarding the estimated net income ranges disclosed.

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Accepted by SEC EDGAR 02/03/2026 - 06:30 AM Learn about SEC filing dates

false000182379400018237942026-02-032026-02-03

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): February 3, 2026

ARKO Corp.

(Exact Name of registrant as specified in its charter)

Delaware	001-39828	85-2784337
(State of 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, par value $0.0001 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 2.02 Results of Operations and Financial Condition.

On February 3, 2026, ARKO Petroleum Corp. (“APC”), a subsidiary of ARKO Corp., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission an amendment to its registration statement on Form S-1 (the “APC Registration Statement”). The APC Registration Statement included APC’s preliminary estimated net income for the fourth quarter and year ended December 31, 2025. Based upon preliminary estimated financial results, APC currently expects net income will be between $4.1 million to $7.4 million and $28.8 million to $32.1 million for the fourth quarter and year ended December 31, 2025, respectively.

The unaudited preliminary financial results for the fourth quarter and year ended December 31, 2025 reflect APC’s preliminary estimates with respect to such results based on currently available information and are subject to completion of its financial closing procedures. APC’s financial closing procedures for the fourth quarter and year ended December 31, 2025 are not yet complete and, as a result, its actual results may vary from the estimated preliminary results presented here.

The preliminary estimates presented herein have been prepared by, and are the responsibility of, management. Grant Thornton LLP, APC’s independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial information. Accordingly, Grant Thornton LLP does not express an opinion or any other form of assurance with respect thereto.

On February 3, 2026, the Company issued a press release announcing certain preliminary estimated financial results for the fourth quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent expressly stated in such filing.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements may relate, among other things, to expectations regarding the estimated financial results for the fourth quarter and year ended December 31, 2025 for each of APC and the Company. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “confident,” “prospects” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to various risks and uncertainties. Some of these risks and uncertainties are identified in the Company’s filings with the Securities and Exchange Commission. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the company's business, financial condition and results of operations. The Company disclaims all obligations to update any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release issued by ARKO Corp. on February 3, 2026.
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 thereunto duly authorized.

			ARKO CORP.
Date:	February 3, 2026	By:	/s/ Arie Kotler
		Name: Title:	Arie Kotler Chairman of the Board, President and Chief Executive Officer