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Income Taxes | 12 Months Ended
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Dec. 31, 2025
Income Tax Disclosure [Abstract] |
Income Taxes | 17. Income Taxes The Company and its subsidiaries file federal, state, local and foreign income tax returns in jurisdictions with varying statutes of limitation. The Company and its subsidiaries are classified as a Corporation and file, as of December 31, 2025, on a consolidated, unitary or combined basis for U.S. federal and most state jurisdictions for income tax purposes. In the first quarter of 2024, the Riiser Seller satisfied certain post-closing adjustment amounts owed to GPM by tendering all of its limited partnership units in GPMP. Effective January 26, 2024, the Company, indirectly, became 100% owner of GPMP, which then became classified as a disregarded entity for U.S. federal tax purposes. As a result, the change in tax status from nontaxable to taxable caused the recognition and derecognition of certain deferred taxes which has been reflected in the continuing operations as of the date of which the change in tax status occurred. The Company recorded a one-time non-cash tax expense in the amount of approximately $1.5 million for the year ended December 31, 2024 to reflect the temporary differences between the financial statement and tax basis of GPMP at the time of the change in status. On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law. The bill reinstated several key income tax provisions that were initially part of the U.S. Tax Cuts and Jobs Act of 2017 but which had been phased out in recent years or were set to expire in 2025, and made other changes to income tax provisions, many of which are not effective until 2026. The OBBB, among other things, repealed the mandatory capitalization of domestic research and development expenditures under Internal Revenue Code Section 174, extended the ability to take 100% bonus depreciation, reinstituted of the EBITDA based Section 163(j) calculation, revised international tax regimes, and accelerated the phase out of clean energy credits. The Company has evaluated the impact of the OBBB and reflected the effects in these consolidated financial statements. Specifically, the Company recorded a favorable impact on the timing of cash paid for taxes of $26.9 million for the year ended December 31, 2025. The OBBB did not have a material impact on the Company’s effective tax rate for 2025. The Company will continue to monitor future guidance and developments related to the OBBB and will update its income tax disclosures as appropriate. The Company has income tax net operating losses (“NOL”) and tax credit carryforwards related to both domestic and international operations. As of December 31, 2025, the Company has recorded a deferred tax asset of $5.8 million reflecting the benefit of $34.8 million in loss carryforwards and $2.1 million in tax credits. The deferred tax assets expire as follows:
|  | Amount |  |  | Expiration Date
|  | (in thousands) |  |  |
Domestic federal NOL |  | $ | 2,866 |  |  | Indefinite life
Domestic state NOL |  |  | 11,007 |  |  | 2032 - Indefinite
Domestic tax credits |  |  | 1,520 |  |  | 2045
Foreign NOL |  |  | 14,715 |  |  | Indefinite life
Foreign capital loss |  |  | 6,257 |  |  | Indefinite life
Foreign tax credits |  |  | 591 |  |  | 2025 - 2026
At each balance sheet date, the Company’s management assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. This assessment is performed tax jurisdiction by tax jurisdiction. Based on this assessment, a valuation allowance has been recorded to reflect the portion of the deferred tax asset that is more likely than not to be realized. The Company recorded a valuation allowance related to U.S. jurisdictions in the amount of $0.4 million as of both December 31, 2025 and 2024 to recognize that a portion of the deferred tax asset will not be realized based on the more likely than not standard. The C ompany has recorded a 100% valuation allowance against its foreign subsidiaries’ deferred tax assets in the amount of $6.4 million to recognize that the deferred tax asset will not be realized based on the more likely than not standard. While the Company’s foreign subsidiaries are currently in a minimal three-year cumulative income position, a substantial piece of objective negative evidence evaluated was that the Company’s foreign subsidiaries are projecting taxable losses or very marginal taxable income for the foreseeable future with no anticipated future growth. The benefits of tax positions are not recorded unless it is more likely than not the tax position would be sustained upon challenge by the appropriate tax authorities. As of both December 31, 2025 and 2024, the Company and its subsidiaries have recorded $0.3 million for unrecognized tax benefits related to state exposures. A reconciliation of the beginning and ending balances of uncertain tax positions included in other current liabilities on the consolidated balance sheets was as follows:
|  | 2025 |  |  | 2024 |  |  | 2023 |
|  | (in thousands) |
Beginning balance as of January 1, |  | $ | 261 |  |  | $ | 261 |  |  | $ | 261 |
Additions for tax positions taken in prior years |  |  | — |  |  |  | — |  |  |  | — |
Reductions of tax positions taken in prior years |  |  | — |  |  |  | — |  |  |  | — |
Reductions for settlements on tax positions of prior years |  |  | — |  |  |  | — |  |  |  | — |
Ending balance as of December 31, |  | $ | 261 |  |  | $ | 261 |  |  | $ | 261 |
Each of the Company’s subsidiaries is subject to examination in their respective filing jurisdiction. For the Company’s U.S. subsidiaries, tax years ending after December 31, 2021 remain open. The Company’s foreign subsidiaries’ tax returns up to and including tax year 2019 are considered closed due to the statute of limitations. Earnings before income taxes were as follows:
|  | For the Year Ended December 31, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
|  | (in thousands) |
Domestic (U.S.) |  | $ | 21,546 |  |  | $ | 27,257 |  |  | $ | 46,038 |
Foreign (Israel) |  |  | 7,540 |  |  |  | (268 | ) |  |  | 694 |
Total |  | $ | 29,086 |  |  | $ | 26,989 |  |  | $ | 46,732 |
The components of the income tax provision were as follows:
|  | For the Year Ended December 31, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
|  | (in thousands) |
Current: |  |  |  |  |  |  |  |  |
Domestic federal |  | $ | (29 | ) |  | $ | 13,860 |  |  | $ | 10,501 |
Domestic state and local |  |  | 1,307 |  |  |  | 5,080 |  |  |  | 6,345 |
Total current |  |  | 1,278 |  |  |  | 18,940 |  |  |  | 16,846 |
Deferred: |  |  |  |  |  |  |  |  |
Domestic federal |  |  | 4,578 |  |  |  | (10,330 | ) |  |  | (3,316 | )
Domestic state and local |  |  | 486 |  |  |  | (2,466 | ) |  |  | (1,364 | )
Total deferred |  |  | 5,064 |  |  |  | (12,796 | ) |  |  | (4,680 | )
Total income tax expense |  | $ | 6,342 |  |  | $ | 6,144 |  |  | $ | 12,166 |
The reconciliation of significant differences between income tax expense applying the US statutory rate and the actual income tax expense at the effective rate were as follows:
|  | For the Year Ended December 31, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
|  | (in thousands) |
Income tax expense at the statutory rate |  | $ | 6,108 |  |  |  | 21.0 | % |  | $ | 5,668 |  |  |  | 21.0 | % |  | $ | 9,814 |  |  |  | 21.0 | %
Increases (decreases): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
State income taxes, net of federal income tax benefit (a) |  |  | 1,520 |  |  |  | 5.2 | % |  |  | 1,547 |  |  |  | 5.7 | % |  |  | 3,958 |  |  |  | 8.5 | %
Non-deductible expenses (non-includable income) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fair value adjustments, primarily warrants |  |  | (1,687 | ) |  |  | (5.8 | )% |  |  | (2,381 | ) |  |  | (8.8 | )% |  |  | (2,468 | ) |  |  | (5.3 | )%
Acquisition settlement |  |  | — |  |  |  | 0.0 | % |  |  | (563 | ) |  |  | (2.1 | )% |  |  | — |  |  |  | 0.0 | %
Section 162(m) limitation |  |  | 1,937 |  |  |  | 6.7 | % |  |  | 1,188 |  |  |  | 4.4 | % |  |  | 1,508 |  |  |  | 3.2 | %
Other |  |  | 55 |  |  |  | 0.2 | % |  |  | 87 |  |  |  | 0.3 | % |  |  | 103 |  |  |  | 0.2 | %
Change in valuation allowance |  |  | (23 | ) |  |  | (0.1 | )% |  |  | (31 | ) |  |  | (0.1 | )% |  |  | 8 |  |  |  | 0.0 | %
Tax credits |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Work Opportunity Credit |  |  | (727 | ) |  |  | (2.5 | )% |  |  | (659 | ) |  |  | (2.4 | )% |  |  | (1,024 | ) |  |  | (2.2 | )%
Section 30C Alternative Fuel Vehicle Refueling Property Credit |  |  | (600 | ) |  |  | (2.1 | )% |  |  | — |  |  |  | 0.0 | % |  |  | — |  |  |  | 0.0 | %
Foreign tax effects — Israel |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Change in valuation allowance |  |  | (343 | ) |  |  | (1.2 | )% |  |  | (1,287 | ) |  |  | (4.7 | )% |  |  | (2,401 | ) |  |  | (5.1 | )%
Expired attributes |  |  | 1,154 |  |  |  | 4.0 | % |  |  | 1,221 |  |  |  | 4.5 | % |  |  | 2,319 |  |  |  | 5.0 | %
Foreign currency translation adjustments |  |  | (965 | ) |  |  | (3.3 | )% |  |  | 62 |  |  |  | 0.2 | % |  |  | 112 |  |  |  | 0.2 | %
Other |  |  | 154 |  |  |  | 0.5 | % |  |  | 1 |  |  |  | 0.0 | % |  |  | (30 | ) |  |  | (0.1 | )%
Other |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Internal entity realignment, change in entity status (b) |  |  | — |  |  |  | 0.0 | % |  |  | 1,500 |  |  |  | 5.6 | % |  |  | — |  |  |  | 0.0 | %
Other |  |  | (241 | ) |  |  | (0.8 | )% |  |  | (209 | ) |  |  | (0.8 | )% |  |  | 267 |  |  |  | 0.6 | %
Total |  | $ | 6,342 |  |  |  | 21.8 | % |  | $ | 6,144 |  |  |  | 22.8 | % |  | $ | 12,166 |  |  |  | 26.0 | %
(a) The states that contributed to the majority (greater than 50%) of the tax effect in this category include Tennessee and Texas for 2025 and 2024, and Texas, Virginia, Tennessee and Michigan for 2023. (b) Refer to details above. The amounts of cash taxes paid by the Company were as follows:
|  | For the Year Ended December 31, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
|  | (in thousands) |
Federal |  | $ | 3,102 |  |  | $ | 6,246 |  |  | $ | 20,709 |
State: |  |  |  |  |  |  |  |  |
Texas |  |  | 759 |  |  |  | 684 |  |  |  | — |
Virginia |  |  | 383 |  |  |  | — |  |  |  | — |
Tennessee |  |  | — |  |  |  | — |  |  |  | 1,537 |
All other states |  |  | 797 |  |  |  | 2,729 |  |  |  | 6,374 |
Total state |  |  | 1,939 |  |  |  | 3,413 |  |  |  | 7,911 |
Foreign |  |  | — |  |  |  | — |  |  |  | — |
Income taxes paid, net of refunds received |  | $ | 5,041 |  |  | $ | 9,659 |  |  | $ | 28,620 |
For the year ended December 31, 2025, Texas and Virginia were the only states that equaled or exceeded 5% of total net income taxes paid. For the year ended December 31, 2024, the only state that exceeded the 5% threshold was Texas. For the year ended December 31, 2023, the only state that exceeded the 5% threshold was Tennessee. Significant components of deferred income tax assets and liabilities consisted of the following:
|  | As of December 31, |
|  | 2025 |  |  | 2024 |
|  | (in thousands) |
Deferred tax assets: |  |  |  |  |  |
Asset retirement obligation |  | $ | 22,473 |  |  | $ | 22,027 |
Inventory |  |  | 244 |  |  |  | 309 |
Lease obligations |  |  | 414,897 |  |  |  | 424,229 |
Financial liabilities |  |  | 31,609 |  |  |  | 43,099 |
Accrued expenses |  |  | 5,272 |  |  |  | 5,438 |
Deferred income |  |  | 16,254 |  |  |  | 13,576 |
Fuel supply agreements |  |  | 76,188 |  |  |  | 82,728 |
Environmental liabilities |  |  | 979 |  |  |  | 1,205 |
Transaction costs |  |  | 1,839 |  |  |  | 1,880 |
Share-based compensation |  |  | 4,551 |  |  |  | 3,957 |
Net operating loss carryforwards |  |  | 5,802 |  |  |  | 4,621 |
Credits |  |  | 2,112 |  |  |  | 1,655 |
Interest limitation carryforward |  |  | 3,904 |  |  |  | 7,972 |
Other |  |  | 2,192 |  |  |  | 3,017 |
Total deferred tax assets |  |  | 588,316 |  |  |  | 615,713 |
Valuation allowance |  |  | (6,835 | ) |  |  | (7,205 | )
Total deferred tax assets, net |  |  | 581,481 |  |  |  | 608,508 |
Deferred tax liabilities: |  |  |  |  |  |
Property and equipment |  |  | (124,652 | ) |  |  | (131,135 | )
Intangible assets |  |  | (17,269 | ) |  |  | (18,483 | )
Right-of-use assets |  |  | (371,294 | ) |  |  | (385,542 | )
Prepaid expenses |  |  | (5,589 | ) |  |  | (5,596 | )
Other |  |  | (52 | ) |  |  | (63 | )
Total deferred tax liabilities |  |  | (518,856 | ) |  |  | (540,819 | )
Net deferred tax asset |  | $ | 62,625 |  |  | $ | 67,689 |

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