ARKO Petroleum Corp Announces Agreement to Acquire the Business of U.S. Petroleum Partners, LLC (“USPP”), a Vertically Integrated Fuel Supply and Distribution Platform Expected to Increase Annual Wholesale Fuel Volumes by Approximately 280 Million…

Key Investment highlights:

• Expected to Increase Annual Fuel Volumes by Approximately 14%¹ by Adding More Than 400 Wholesale Locations to Expand the Company’s Network to More Than 2,500 Wholesale Locations.
• Expected to Enhance Vertical Integration and Fee-Based Earnings Streams with the Addition of Two Fuel Terminals and the Expansion of ARKO Petroleum Corp.'s Transportation Capabilities.
• Expected to be Accretive Following the Closing to Adjusted EBITDA and Discretionary Cash Flow.
  

RICHMOND, Va., Aug. 06, 2026 (GLOBE NEWSWIRE) -- ARKO Petroleum Corp. (Nasdaq: APC) (“APC” or the “Company”), one of the largest wholesale fuel distributors in the United States, today announced that it has agreed to acquire the business of U.S. Petroleum Partners, LLC (“USPP”), a vertically integrated fuel supply and distribution platform serving customers throughout the Great Lakes region.

USPP currently distributes approximately 280 million gallons of fuel annually to a broad network of more than 400 wholesale locations. The acquired assets will also include two fuel terminals in Novi, Michigan and Toledo, Ohio connected to the Buckeye Pipeline system, as well as a fleet of vehicles that currently transports more than 80% of USPP’s distributed fuel volumes. USPP has expanded its platform through a combination of organic customer growth and acquisitions, from which it has integrated acquired gallons into its terminal, transportation and distribution network.

Using estimated forward-looking non-GAAP measures, the Company expects the acquisition to be accretive following closing, contributing approximately $30 million of annual Adjusted EBITDA and enhancing Discretionary Cash Flow.

"This transaction represents APC's first potential acquisition since completing APC’s IPO earlier this year, and reflects the disciplined growth strategy we outlined to investors at that time," said Arie Kotler, Chairman, President and Chief Executive Officer of ARKO Petroleum Corp. "We intentionally positioned APC with a strong balance sheet, significant liquidity and financial flexibility so we could pursue accretive opportunities like this one. The acquisition aligns closely with APC's investment thesis and is intended to expand our predominantly fee-based and fixed-margin earnings profile while enhancing our cash flow generation capabilities. Combined with our strong conversion of Adjusted EBITDA into Discretionary Cash Flow, we believe the transaction will further support the Company’s dividend philosophy and strengthen our ability to create long-term shareholder value."

Kotler added, "What makes the USPP business a particularly compelling acquisition is that, in addition to increasing our gallons distributed by approximately 14%¹, we would also be capturing incremental margin up the value chain through the addition of USPP’s two terminals and expanded transportation capabilities. We believe these assets will increase our scale, enhance our infrastructure footprint, deepen our supplier relationships with major oil companies and create multiple avenues for earnings growth through increased throughput, incremental fee-based earnings streams and operational efficiencies. We expect the acquisition to be accretive and to serve as a platform for future growth. We will also work with USPP’s team to evaluate opportunities within their existing acquisition pipeline as we continue to expand APC’s platform."

"We have built USPP through a combination of strong customer and supplier relationships, strategic infrastructure investments and a disciplined acquisition strategy throughout the Midwest," said Kyle Tomlin, U.S. Petroleum Partners. "ARKO Petroleum Corp. is an ideal partner for the next phase of that strategy given its scale, balance sheet and proven ability to execute acquisitions."

The transaction is expected to:

• Increase the Company's annual fuel volumes by approximately 280 million gallons, or approximately 14% ¹.
• Expand the Company's geographic presence throughout Michigan, Ohio and the broader Great Lakes region while complementing its existing business model.
• Strengthen the Company's relationships with major fuel suppliers through increased commercial and operational scale and throughput.
• Diversify the Company's earnings base through the acquisition of fuel terminals, which are strategic, long-lived infrastructure assets with meaningful intrinsic value. Located on the Buckeye Pipeline, the terminals enhance vertical integration across the refined product infrastructure value chain, support durable throughput, create an incremental fee-based earnings stream, expand APC's service footprint across the Great Lakes region and provide multiple avenues for earnings growth.
• Expand the Company's transportation capabilities through the addition of a fleet of trucks and trailers, creating an additional source of earnings while further enhancing vertical integration.
• Enhance the Company's Adjusted EBITDA generation, with strong conversion to Discretionary Cash Flow, supporting the Company’s dividend policy and driving long-term shareholder returns.
• Create opportunities for growth through throughput expansion, incremental fee-based earnings streams, operational synergies and future acquisition opportunities.
  

The consideration at closing will consist of approximately $205 million in cash plus the cost of inventory. Additionally, at closing the Company will issue $30 million in APC Class A common stock that, together with dividends earned thereon (the “Earn-Out Payment”), will be held in escrow and released, partially or in full, subject to the acquired business achieving certain EBITDA-based financial targets in the first four full quarters after closing. The Earn-Out Payment is subject to adjustments, if the acquired business does not achieve $31.7 million of EBITDA and $2.2 million of EBITDA generated by certain fuel related components, with EBITDA as defined in the purchase agreement, and may increase, if the acquired business achieves results greater than such financial targets.

The cash portion of the purchase price is expected to be funded through borrowings under APC’s existing lines of credit. After the acquisition, pro-forma Net Debt to Adjusted EBITDA is expected to be in the range of 3.0x to 3.5x, which remains within the Company's previously communicated leverage range of 3.0x to 4.0x and reflects APC's disciplined approach to capital allocation.

The closing of the transaction is subject to fulfillment of customary closing conditions, including the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. There is no certainty that the transaction will close.

Kilpatrick Townsend & Stockton LLP and Holland and Knight are acting as legal counsel to U.S. Petroleum Partners, LLC. Raymond James is acting as the financial advisor and Greenberg Traurig, P.A. and Julius Schwarz, LLC. are acting as legal counsel to ARKO Petroleum Corp.

About ARKO Petroleum Corp.

ARKO Petroleum Corp. (Nasdaq: APC) is a growth-oriented, fuel distribution company and one of the largest wholesale fuel distributors by gallons in North America, supplying approximately 2 billion gallons of fuel annually to customers in approximately 3,500 locations in the District of Columbia and more than 30 states across the Mid-Atlantic, Midwestern, Northeastern, Southeastern, and Southwestern United States. We are engaged in (i) wholesale activity, which includes the supply of fuel to gas stations operated by third-party dealers, (ii) fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and the issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites, and (iii) the wholesale distribution of fuel to substantially all of the retail convenience stores that sell fuel operated by ARKO Corp., our parent company (Nasdaq: ARKO), one of the largest operators of convenience stores in the United States. To learn more about APC, visit: www.arkopetroleum.com.

Forward-Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to successfully integrate business that it may acquire, including the business of USPP; the Company’s ability to achieve the benefits that it expects to realize as a result of its acquisitions, including the business of USPP; the potential negative impact on the Company’s financial condition and results of operations if it fails to achieve the benefits that it expects to realize as a result of its business acquisitions, including the business of USPP; liabilities of the businesses that the Company acquires that are not known to the Company; the Company’s ability to maintain the listing of its Class A common stock on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; the success of ARKO Corp.'s transformation plan and its effect on the Company, including the dealerization of retail stores; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Use of Non-GAAP Measures

The Company defines EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets, impairment charges, acquisition costs, share-based compensation expense, other non-cash items, and other unusual or non-recurring charges. Both EBITDA and Adjusted EBITDA are non-GAAP financial measures. Neither these measures nor those described below should be considered an alternative to measurements presented in accordance with generally accepted accounting principles in the United States (“GAAP”).

The Company uses EBITDA and Adjusted EBITDA for operational and financial decision-making and believe these measures are useful in evaluating its performance because they eliminate certain items that it does not consider indicators of its operating performance. EBITDA and Adjusted EBITDA are also used by many of its investors, securities analysts, and other interested parties in evaluating its operational and financial performance across reporting periods. The Company believes that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors by allowing an understanding of key measures that it uses internally for operational decision-making, budgeting, evaluating acquisition targets, and assessing its operating performance.

The Company defines Net Debt as the sum of total debt, net, financing leases and financial liabilities, less cash and cash equivalents. Net Debt is used by management to measure the effective level of our indebtedness.

The Company defines the Ratio of Net Debt to Adjusted EBITDA as the ratio derived by dividing Net Debt by Adjusted EBITDA. The Ratio of Net Debt to Adjusted EBITDA is an important measure used by management to evaluate the Company's access to liquidity, and the Company believes it provides useful information for investors as a representation of its financial strength by presenting the sustainability of its debt levels and its ability to take on additional debt against Adjusted EBITDA, which is used as an operating performance measure. The Ratio of Net Debt to Adjusted EBITDA is also frequently used by investors and credit rating agencies to analyze the Company's operating performance.

The Company defines Discretionary Cash Flow as net cash provided by operating activities, (i) less changes in operating assets and liabilities, maintenance capital expenditures, charges to allowance for credit losses, and non-cash rent expense, and (ii) plus acquisition costs, amortization of deferred income net of prepaid to related party, and certain other expenses (income). Discretionary Cash Flow will not reflect changes in working capital balances. Discretionary Cash Flow is a liquidity measure the Company and third parties, such as industry analysts, investors, lenders, rating agencies and others, use to assess its ability to internally fund its acquisitions, pay dividends, and service or incur additional debt. The Company believes that the presentation of Discretionary Cash Flow provides useful information to investors, securities analysts, and other interested parties for evaluating its liquidity.

EBITDA, Adjusted EBITDA, Net Debt, the Ratio of Net Debt to Adjusted EBITDA and Discretionary Cash Flow should not be considered as alternatives to any financial measure presented in accordance with GAAP, including net income and net cash provided by operating activities. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as substitutes for the analysis of its results as reported under GAAP. The Company strongly encourages investors to review its financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, comparable wholesale sites, EBITDA, Adjusted EBITDA, Net Debt, the Ratio of Net Debt to Adjusted EBITDA and Discretionary Cash Flow, as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of these non-GAAP financial measures with those used by other companies.

Reconciliations of forward looking non-GAAP measures included in this press release to the corresponding GAAP financial measures are not included due to variability and difficulty in making accurate forecasts and projections, particularly in light of potential changes in USPP’s business following its acquisition, as well as, because certain information is not currently ascertainable or accessible, and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information, nor can the Company accurately predict all the components of the applicable non-GAAP financial measures and reconciling adjustments thereto; accordingly, the corresponding GAAP measures may be materially different than the non-GAAP measures. Such forward-looking information is also subject to uncertainty and various risks, including those set forth in the risk factors discussed above, and there can be no assurance that any forecasted results or conditions will actually be achieved.

Company and Investor Contact
Priya Trivedi
ARKO Petroleum Corp.
investors@arkopetroleum.com

¹ Pro forma gallons distributed are based on APC’s total gallons distributed for the twelve-month period ended June 30, 2026