What ARKO Corp. told the SEC could break it.

ARKO's results are highly sensitive to fuel economics: fuel revenue fell $820.0 million (12.0%) in 2025 driven primarily by lower average fuel prices and fewer gallons sold, reflecting its dependence on crude-oil/fuel price movements and volumes; over the longer term, the growth of electric vehicles (about 7.8% of U.S. light-vehicle sales in 2025) and improvements in vehicle fuel efficiency could structurally reduce demand for motor fuel, its primary product, pressuring its core revenue.

“For the year ended December 31, 2025, fuel revenue decreased by $820.0 million, or 12.0%, compared to the year ended December 31, 2024. The decrease in fuel revenue was attributable primarily to a decrease in the average price of fuel compared to 2024 and fewer gallons sold in 2025 compared to 2024, due to a challenging macroeconomic environment, as well as severe weather conditions in January and February 2025 in certain of the markets in which we operate.”

ARKO's in-store merchandise revenue is concentrated in tobacco: cigarettes and other tobacco products accounted for approximately 38% of total merchandise revenues in 2025, so significant declines in tobacco consumption, large wholesale cigarette/tobacco price increases, new tobacco legislation (including restrictions or bans on flavored and menthol products) or related litigation could materially reduce its merchandise sales and margins and shift customer traffic.

“Cigarettes and other tobacco products accounted for approximately 38% of our total merchandise revenues for the year ended December 31, 2025.”

ARKO carries significant indebtedness, including its 5.125% Senior Notes due 2029 and various credit facilities (M&T term loans, Capital One facility and lines of credit), whose agreements contain restrictions and financial covenants that may limit its business and financing activities; it depends on the cash flow generated by operations to meet debt-service obligations, so a downturn in fuel/merchandise performance, rising rates, or covenant constraints could restrict its ability to finance operations or expand and pressure its liquidity.

“The operating and financial restrictions and covenants in our credit facilities and our 5.125% Senior Notes due 2029 (the “Senior Notes”), and any future financing agreements, may restrict our ability to finance future operations or expand ou”

ARKO's fuel operations are heavily regulated at the federal, state and local levels — primarily the transportation, storage and sale of petroleum products and the ownership/operation of underground fuel storage tanks (USTs) — under statutes including CERCLA, the Resource Conservation and Recovery Act, the Clean Air Act, OSHA, the Hazardous Materials Transportation Act and the Energy Policy and Conservation Act; it must demonstrate financial capacity for UST cleanup and has ongoing remediation obligations, so environmental liabilities, stricter rules or contamination events could impose significant costs.

“Key applicable federal statutes include the Comprehensive Environmental Response, Compensation, and Liability Act; the Resource Conservation and Recovery Act; the Clean Air Act; the Occupational Safety and Health Act; the Hazardous Materials Transportation Act; the Energy Policy and Conservation Act; and analogous local and state laws and regulations.”