(Incorporated in Delaware)

We are a growth-oriented fuel distribution company and one of the largest wholesale fuel distributors by gallons in North America, supplying customers in more than 30 states across the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States (“U.S.”). We were formed by ARKO Parent (Nasdaq: ARKO), one of the largest convenience store operators in the U.S. We primarily engage in the fee-based wholesale distribution of motor fuel to the retail sites operated by ARKO Parent that sell fuel (“ARKO Retail,” “ARKO Retail Sites” or “related party sites”) and to third-party dealers under long-term contracts, and we sell fuel at our fleet fueling locations. One of our key business objectives is to make quarterly cash distributions to stockholders and, over time, increase our quarterly cash distribution.

We operate through three reportable segments:

*Wholesale: Our Wholesale segment distributes fuel to gas stations operated by third-party dealers, sub-wholesalers, and bulk and spot purchasers (e.g., commercial, government, industrial businesses, and rack buying dealers), on either a cost-plus or a consignment basis, generally pursuant to long-term contracts.

*Fleet Fueling: Our Fleet Fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations that serve commercial vehicle fleets) that primarily sell fuel to commercial and municipal entity customers, and we also generate revenue through commissions from the sale of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites. APC is one of the largest cardlock operators in the U.S. and maintains a leading position in the Mid-Atlantic region.

*GPMP: Our GPMP segment sells and supplies fuel to substantially all of the ARKO Retail Sites at our cost of fuel plus a fixed margin, and GPMP charges a fixed fee to certain of the ARKO Retail Sites that are not supplied by us. In addition, the GPMP segment includes intercompany transactions which are eliminated in the combined financials statements contained in this prospectus.

For the year that ended Dec. 31, 2024, we distributed 2.1 billion gallons of fuel to our customers.

For the nine-month period that ended Sept. 30, 2025, we distributed 1.5 billion gallons of fuel to our customers.

We purchase our fuel from independent refining companies and major oil companies and then distribute it to customers using third-party haulers, and in certain cases our own trucks. We believe we have limited exposure to fluctuating commodity prices because we generally pass the cost of the fuel we distribute through to our customers. In addition, we are able to generate larger fuel margins (i) under consignment distribution arrangements with third-party dealers, where we maintain control of the fuel inventory and retail fuel pricing, and (ii) on fuel sales at our cardlock locations, compared to fuel supply arrangements.

Note: Net income and revenue are for the 12 months that ended Sept. 30, 2025. 

(Note: ARKO Petroleum Corp. filed its S-1 on Dec. 19, 2025, for its IPO without disclosing the terms. Estimated proceeds are $100 million, a placeholder figure.)