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v3.25.4

Debt | 12 Months Ended
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Dec. 31, 2025
Debt Disclosure [Abstract] |
Debt | 13. Debt The components of debt were as follows:
|  | As of December 31, |
|  | 2025 |  |  | 2024 |
|  | (in thousands) |
Senior Notes |  | $ | 446,137 |  |  | $ | 445,263 |
M&T debt |  |  | 84,285 |  |  |  | 57,380 |
Capital One Line of Credit |  |  | 377,406 |  |  |  | 375,951 |
Insurance premium notes |  |  | 4,317 |  |  |  | 2,405 |
Total debt, net |  | $ | 912,145 |  |  | $ | 880,999 |
Less current portion |  |  | (36,676 | ) |  |  | (12,944 | )
Total long-term debt, net |  | $ | 875,469 |  |  | $ | 868,055 |
Financing Agreements as of December 31, 2025
Type of financing | Original principal amount of financing | Financing payment terms | Interest rate | Interest rate as of December 31, 2025 | Amount financed as of December 31, 2025 (in thousands) |  | Balance as of December 31, 2025 (net of deferred financing costs) (in thousands) |
ARKO Corp. |
Senior Notes | $450 million | The full amount of principal is due on maturity date of November 15, 2029. | Fixed rate | 5.125% | $ | 450,000 |  | $ | 446,137 |
GPM Investments, LLC |
PNC Line of Credit | Up to $140 million | Maturity date of December 22, 2027. See below for extended maturity date in connection with the APC IPO. | For revolving advances that are Term SOFR Loans: SOFR Adjusted plus Term SOFR (as defined in the agreement) plus 1.25% to 1.75% For revolving advances that are domestic rate loans: Alternate Base Rate (as defined in the agreement) plus 0% to 0.5% Every quarter, the margin rates are updated based on the quarterly average undrawn availability of the line of credit. Unused fee - 0.375% or 0.25% if usage is 25% or more | 5.04% | None $131,641 unused based on borrowing base |  | None |
M&T Term Loans | $83.7 million | $35.0 million of principal is paid in equal monthly installments of approximately $194 thousand based on a 15-year amortization schedule with a balance of $23.1 million due on the maturity date of June 10, 2026. $14.5 million of principal is paid in equal monthly installments of approximately $80 thousand based on a 15-year amortization schedule with a balance of $9.9 million due on the maturity date of November 10, 2028. $34.2 million of principal is paid in equal monthly installments of approximately $190 thousand based on a 15-year amortization schedule with a balance of $23.0 million due on the maturity date of May 10, 2030. | SOFR (as defined in the agreement) plus 2.25% Until May 13, 2025: SOFR (as defined in the agreement) plus 2.75% or 3.0% | 6.21% | $ | 69,517 |  | $ | 68,251 |
M&T Equipment Line of Credit | Up to $45 million | Current balance is being paid in equal monthly principal installments of approximately $391 thousand with the balance due on various maturity dates through December 2030. Each additional equipment loan tranche borrowed will have a term of up to five years from the date it is advanced. | SOFR (as defined in the agreement) plus 2.25% Fixed rate based on M&T Bank's five-year cost of funds plus 2.25% Until May 13, 2025: SOFR (as defined in the agreement) plus 2.75% | 6.20% | $12,121 No borrowings under the M&T Bank rate $32,879 unused |  | $ | 11,935 |
Other M&T Term Loans | $5.4 million | The principal is being paid in monthly installments of approximately $56 thousand with the remaining balance due on various maturity dates through May 2030. | Fixed and variable rate | 3.91% to 6.62% | $ | 4,139 |  | $ | 4,099 |
GPMP |
Capital One Line of Credit | Up to $800 million | The full amount of the principal is due on the maturity date of May 5, 2028. | For SOFR Loans: Adjusted Term SOFR (as defined in the agreement) plus 2.25% to 3.25% For alternate base rate loans: Alternate Base Rate (as defined in the agreement) plus 1.25% to 2.25% The margin is determined according to a formula that depends on GPMP's leverage. Unused fee ranges from 0.3% to 0.50% | 7.02% | $380,800 No borrowings under the Alternate Base rate $418,700 unused |  | $ | 377,406 |
Total |  |  |  |  |  |  | $ | 907,828 |
Senior Notes On October 21, 2021, the Company issued $450 million aggregate principal amount of 5.125% Senior Notes due 2029 (the “Senior Notes”), which are guaranteed, jointly and severally on an unsecured basis, by certain of the Company’s domestic subsidiaries (the “Guarantors”). The indenture governing the Senior Notes contains customary restrictive covenants that, among other things, generally limit the ability of the Company and substantially all of its subsidiaries, to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on subordinated debt, (iii) place limitations on distributions from certain subsidiaries, (iv) issue or sell the capital stock of certain subsidiaries, (v) sell assets, (vi) enter into transactions with affiliates, (vii) effect mergers and (viii) incur indebtedness. The Senior Notes and the guarantees rank equally in right of payment with all of the Company’s and the Guarantors’ respective existing and future senior unsubordinated indebtedness and are effectively subordinated to all of the Company’s and the Guarantors’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and are structurally subordinated to any existing and future obligations of subsidiaries of the Company that are not Guarantors. Financing Agreement with PNC Bank, National Association (“PNC”) GPM and certain subsidiaries have a financing arrangement with PNC (as amended, the “PNC Credit Agreement”) that provides a line of credit for purposes of financing working capital (the “PNC Line of Credit”). The calculation of the availability under the PNC Credit Agreement is determined monthly subject to terms and limitations as set forth in the PNC Credit Agreement, taking into account the balances of receivables, inventory and letters of credit, among other things. PNC has a first priority lien on receivables, inventory and rights in bank accounts (other than assets that cannot be pledged due to regulatory or contractual obligations). The PNC Line of Credit contains customary restrictive covenants and events of default. In connection with the consummation of the APC IPO, the PNC Credit Agreement was amended and restated to, among other things, remove APC’s subsidiaries as co-borrowers, reduce the principal amount available thereunder from $140 million to $56 million, and extend the maturity date for both facilities from December 22, 2027 to the earliest of: (i) February 13, 2031, (ii) the date that is six months prior to the maturity date of the Senior Notes or any permitted refinancing thereof, subject to certain conditions, and (iii) the date that is six months prior to the maturity date of the Capital One Line of Credit. Concurrently, APC and certain of APC’s subsidiaries entered into a separate amended and restated credit agreement with PNC providing for a secured revolving credit facility with substantially similar terms as those under the PNC Line of Credit; provided that the aggregate principal amount available thereunder is up to $84 million. M&T Bank Credit Agreement GPM has a financing arrangement with M&T Bank (the “M&T Credit Agreement”) that had provided a line of credit for up to $45.0 million to purchase equipment on or before September 2026, which may be borrowed in tranches, as well as real estate loans (the “M&T Term Loans”). As of December 31, 2025, approximately $32.9 million remained available under the equipment line of credit. On May 13, 2025, GPM entered into an amendment to the M&T Credit Agreement to increase the aggregate original principal amount of the M&T Term Loans thereunder by $34.2 million, from $49.5 million to $83.7 million. Prior to the APC IPO, the M&T Term Loans were secured by the real property of 78 sites acquired with the proceeds of such loans and certain other properties, including real property of 21 of 22 sites that the Company acquired in the second quarter of 2025 for aggregate consideration of $22.4 million. The equipment loans are secured by the equipment acquired with the proceeds of such loans. In connection with the consummation of the APC IPO, the M&T Credit Agreement was amended to remove APC’s subsidiaries as borrowers or guarantors thereunder, and APC’s assets that previously served as collateral under the M&T Credit Agreement were released from M&T’s security interest. Financing Agreement with a Syndicate of Banks led by Capital One, National Association GPMP has a revolving credit facility with a syndicate of banks led by Capital One, National Association, with an aggregate principal amount of availability thereunder of $800 million (as amended, the “Capital One Line of Credit”). At GPMP’s request, availability under the Capital One Line of Credit can be increased up to $1.0 billion, subject to obtaining additional financing commitments from current lenders or from other banks, and subject to certain other terms as detailed in the Capital One Line of Credit. On March 26, 2024, GPMP, Capital One and the guarantors and lenders party thereto entered into an amendment to the Capital One Line of Credit, which facilitated the borrowing and use of up to $36.5 million of the Capital One Line of Credit for the settlement of the Installment Payments as provided for in the TEG Purchase Agreement Amendment. The other material terms of the Capital One Line of Credit remained unchanged. The Capital One Line of Credit is available for general partnership purposes, including working capital, capital expenditures and permitted acquisitions. All borrowings and letters of credit under the Capital One Line of Credit are subject to the satisfaction of certain customary conditions, including the absence of any default or event of default and the accuracy of representations and warranties. The Capital One Line of Credit is secured by substantially all of GPMP and its subsidiaries’ properties and assets, and pledges of the equity interests in all present and future subsidiaries (subject to certain exceptions as permitted under the Capital One Line of Credit). On January 13, 2026, GPMP entered into an amendment to the Capital One Line of Credit, and on February 13, 2026, the proceeds from the APC IPO were used to repay approximately $184.0 million of the indebtedness under the Capital One Line of Credit. Additionally, GPMP entered into certain pledge and security agreements whereby the Capital One Line of Credit is secured by GPM Empire LLC’s interest in, and proceeds from, APC’s agreements with the Company and APC’s fuel supply agreements with certain of its fuel supply partners and a pledge of APC’s equity interests in GPMP. Letters of Credit
Financing Facility |  | Amount available for letters of credit |  | Letters of credit issued as of December 31, 2025
PNC Line of Credit |  | $40.0 million |  | $8.1 million
Capital One Credit Facility |  | $40.0 million |  | $0.5 million
The letters of credit were issued in connection with certain workers’ compensation and general insurance liabilities and fuel purchases from one supplier. The letters of credit will be drawn upon only if the Company does not comply with the time schedules for the payment of associated liabilities. Insurance Premium Notes In the ordinary course of business, the Company finances insurance premiums with notes payable. These notes are generally entered into for a term of 24 months or less. Future Scheduled Payments Total scheduled future principal payments required and amortization of deferred financing costs under all of the foregoing debt agreements were as follows as of December 31, 2025:
|  | Amount |
|  | (in thousands) |
2026 |  | $ | 37,137 |
2027 |  |  | 9,191 |
2028 |  |  | 395,694 |
2029 |  |  | 453,298 |
2030 |  |  | 25,574 |
|  |  | 920,894 |
Deferred financing costs |  |  | (8,749 | )
Total debt |  | $ | 912,145 |
Deferred Financing Costs Deferred financing costs of $1.4 million and $0.05 million were incurred in the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the gross value of deferred financing costs of $17.8 million and $16.4 million, respectively, and accumulated amortization of $8.8 million and $5.9 million, respectively, were recorded as a direct reduction from the carrying amount of the associated debt liabilities, with the exception of $0.3 million and $0.3 million which were recorded as a prepaid asset related to the unused PNC Line of Credit, respectively. Amortization of deferred financing costs and debt discount was $2.9 million, $2.7 million and $2.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. Such amounts were classified as a component of interest and other financial expenses in the consolidated statements of operations. Financial Covenants As part of the PNC Credit Agreement, increased reporting requirements were set in cases where the usage of the PNC Line of Credit exceeds certain thresholds, and also it is required that the undrawn availability of the PNC Line of Credit will equal to or be greater than 10%, subject to exceptions included in the PNC Credit Agreement. The amended PNC credit facility with certain of APC’s subsidiaries, among other carve-outs, permit distributions to APC for purposes of making dividends; provided, that no event of default shall have occurred thereunder and the borrowers have Undrawn Availability and Average Undrawn Availability, as defined in such agreement. The M&T Credit Agreement requires GPM to maintain a liquidity covenant and a debt service coverage ratio. The Capital One Line of Credit requires GPMP to maintain certain financial covenants, including a leverage ratio and an interest coverage expense ratio. Additionally, the amended Capital One Line of Credit limits GPMP’s ability to pay dividends to APC to the extent of its available cash, which is generally the amount of cash and cash equivalents of GPMP and its subsidiaries less certain cash reserves, as determined by GPM Petroleum GP, LLC, GPMP’s general partner. As of December 31, 2025, the Company was in compliance with all of the obligations and financial covenants under the terms and provisions of its loans with financial institutions.

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