ARKO Corp 2026年季度报告

(Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromtoCommission File Number: 001-39828ARKO Corp.(Exact Name of Registrant as Specified in Its Charter) 85-2784337 (I.R.S. EmployerIdentification No.) (State or Other Jurisdiction ofIncorporation or Organization) 8565 Magellan ParkwaySuite 400Richmond, Virginia 23227-1150(Address of Principal Executive Offices) (Zip Code)(804) 730-1568(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which RegisteredNasdaqCapital Market Common Stock, $0.0001 par value per shareARKO Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☒Smaller reporting company☐Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)Yes☐No☒As of May 5, 2026, the registrant had 112,185,721 shares of its common stock, par value $0.0001 per share (“common stock”)outstanding. TABLE OF CONTENTS PART I. FINANCIAL INFORMATIONItem 1.Financial Statements 5Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (unaudited)5Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025(unaudited)6Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025(unaudited)7Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025(unaudited)8Notes to Condensed Consolidated Financial Statements (unaudited)11Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures About Market Risk38Item 4.Controls and Procedures39PART II. OTHER INFORMATIONItem 1.Legal Proceedings40Item 1A.Risk Factors40Item 2.Unregistered Sales of Equity Securities, and Use of Proceeds40Item 3.Defaults Upon Senior Securities40Item 4.Mine Safety Disclosures40Item 5.Other Information40Item 6.Exhibits41Signatures42 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements,” as that term is defined under the PrivateSecurities Litigation Reform Act of 1995 (“PSLRA”), Section 27A of the Securities Act of 1933, as amended, and Section 21E ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements about ourexpectations, beliefs or intentions regarding our business, financial condition, results of operations, strategies or prospects. You canidentify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather,forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made.Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks anduncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and resultsanticipated in forward-looking statements. These factors include those described below and in “Item 1A-Risk Factors” of ourAnnual Report on Form 10-K for the year ended December 31, 2025 and thi