ARKO Corp - Ordinary Shares - Class A Aktie

Greetings and welcome to the ARKO Corp. third quarter 2026 earnings conference call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce Priya Trivedi, Senior Vice President, Investor Relations. You may begin.

Thank you. Good morning and welcome to ARKO Corp.'s third quarter 2026 earnings conference call and webcast. On today's call are Arie Kotler, Chairman, President and Chief Executive Officer, and Jeff Gallagher, Chief Financial Officer. Our earnings press release and quarterly report on Form 10-Q for the third quarter of 2026 as filed with the SEC are available on ARKO's website at www.arkocorp.com.

During our call today, unless otherwise stated, management will compare results to the same period in 2025. Before we begin, please note that all third quarter 2026 financial information is unaudited. During this call, management may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Please review the forward-looking and cautionary statement section at the end of our third quarter 2026 earnings release for various factors that could cause actual results to differ materially from forward-looking statements made during our call today.

All forward-looking statements made during this call reflect our current views with respect to future events, and ARKO is under no obligation to update or revise forward-looking statements made on this call, whether as a result of new information, future events, or otherwise, except as required by law. On this call, management will share operating results on both a GAAP and non-GAAP basis. Descriptions of the non-GAAP financial measures that we use, such as Adjusted EBITDA, and reconciliations of those measures to our results as reported in accordance with GAAP are detailed in our earnings release or in the quarterly report on Form 10-Q for the quarter ended September 30, 2026.

Additionally, management will share profit measures of our individual business segments along with fuel contribution, which is calculated as fuel revenue less fuel cost, excluding intercompany charges by our GPMP segment. Now I would like to turn the call over to Arie.

Thank you, Priya, and good morning, everyone. We delivered a very good quarter, closing the first 9 months of the year with Adjusted EBITDA of approximately $199 million, an increase of $15.6 million, or 8.5%, to prior year. Third quarter Adjusted EBITDA was $75.7 million, which was above prior year. Our retained store portfolio, which are stores we do not expect to be converted to dealer locations, delivered growth in merchandise sales, excluding cigarettes, of approximately 0.8%, and has delivered year-over-year growth in each quarter of this year.

Our subsidiary, ARKO Petroleum Corp., or APC, of which we currently own approximately 74%, also performed very well, with strong results across wholesale and fleet fueling. And earlier in the third quarter, APC entered into an asset purchase agreement to acquire the business of U.S. Petroleum Partners, which we refer to as USPP.

We achieved these results despite the volatile fuel environment. Regular gasoline ended the quarter at approximately $4.31 per gallon, about $1.32 above last year, while diesel exceeded $6.50 in September. Against this backdrop, our team remained focused on areas within our control. We managed fuel margins with discipline and executed targeted in-store initiatives to help offset the impact of industry-wide lower retail fuel volumes and higher credit card fees.

Our year-to-date performance, current business trends, and the expected closing of the USPP acquisition give us confidence to raise the low end of our full year guidance. Now let's turn to our third quarter results. Turning to retail, in fuel, we remain focused on maximizing gross profit as elevated prices pressure demand.

While gallons declined across the industry, our same-store fuel margin increased 10.4% to 48.8 cents per gallon, driving a 2.7% increase in same-store fuel contribution, or $2.6 million. We continue to balance competitive street pricing with disciplined margin management. Through our Fueling America's Future marketing campaign, we also offered discounts of up to $2.50 per gallon, providing customers compelling, industry-leading fuel savings in this challenging environment.

Inside the stores, our focus was also on value. We increased promotional spend in our stores by approximately 16% versus last year's third quarter. We also redesigned our promotions to communicate clear value, reach more customers, and encourage larger baskets. We broadened eligibility for certain promotions to non-loyalty members, expanded targeted in-app offers, and worked with our vendor partners to bundle promotions across categories. These promotions allow customers to earn greater fuel savings as they add qualifying items to their basket while protecting merchandise margin.

Loyalty is an important part of this strategy. fas REWARDS members visit approximately 2 times more frequently, carry baskets that are over 45% larger, and spend over $100 per month on average, more than twice the spend of non-enrolled customers. We added approximately 70,000 new enrolled members during the quarter, increasing enrollment by approximately 3%.

We also continue to invest in higher-margin categories. We are expanding our food service offering, which is now in approximately 145 stores with delis offering a more robust food service menu. In other tobacco products, we expanded our assortment and shifted more space towards products with a higher growth rate, supporting category growth and a more favorable merchandise mix towards this higher-margin category. We also sharpened our value proposition in packaged beverages. These investments are improving overall merchandise mix and helping drive both sales and merchandise margin.

We continue to see the results of these efforts. Our retained store portfolio delivered merchandise sales growth, excluding cigarettes, of approximately 0.8%, and has now generated year-over-year sales growth in each quarter this year. Just as importantly, same-store merchandise margin increased by 50 basis points to 34.8% as compared to last year, marking our 12th consecutive quarter of year-over-year merchandise margin expansion. Positive retained store comps and expanding merchandise margins are exactly what we want to see from our retail transformation.

Turning to dealerization, which remains central to our retail transformation, we have dealerized approximately 500 stores since the program began mid-2024. We expect to continue to convert a meaningful number of additional stores and be largely complete by the end of 2027. This allows us to focus our people and capital on a stronger core portfolio of company-operated retained stores.

This retained store portfolio continues to outperform the stores to be dealerized by over 230 basis points in merchandise sales, 330 basis points in gallons, and [ just over 1. ] generates the majority of the retail segment's operating profit. We are investing in our retained store portfolio. We expect to complete more than 25 remodels this year, with 11 already completed. Based on initial results, remodels are generating low double-digit sales growth.

We are also investing in new-to-industry stores and opened 3 NTI retail stores during the first 9 months of 2026 and plan to open 4 NTI Dunkin' stores between now and early 2027. Based on initial results, these NTI retail stores are generating return on investment approaching 20%. These stores incorporate our fas CRAVES food and beverage offering and updated layout. We remain disciplined with our capital allocation, prioritizing markets and projects where we see the strongest return.

Wholesale delivered another strong quarter. Blended fuel margin increased 11.4% to 10.7 cents per gallon from 9.6 cents per gallon last year. Higher margin more than offset lower gallons, driving total fuel contribution of $26.7 million, up 6.6% from last year. Dealerization continued to add volume to this business as stores transitioned from company-operated retail locations to wholesale dealer locations.

Fleet fueling also performed well. Approximately 80% of volume in this business is diesel. Despite record diesel prices, gallons declined only modestly compared to last year, demonstrating the relative stability of demand from our commercial customers. Fuel margin increased approximately 6.2% to 48.6 cents per gallon from 45.8 cents per gallon last year. This is a low-capital, cash-generative business.

We have opened 5 new cardlock locations in the first 9 months of 2026. 2 locations were added in October, and currently we have an additional 16 locations in various stages of planning and development. These projects require relatively low capital investments and are expected to generate mid-to-high teens returns.

Before turning it over to Gallagher, let me briefly review why we believe the USPP business is such a strong strategic and financial fit for APC. USPP is a vertically integrated fuel supply and distribution platform serving customers throughout the Great Lakes region. Upon closing, the business is expected to add approximately 280 million gallons of annual fuel volume across approximately 400 dealer locations, increasing APC's trailing 12-month volumes as of September 30, 2026, by approximately 14%.

We expect USPP to contribute approximately $30 million of annualized Adjusted EBITDA with strong conversion to discretionary cash flow, creating a meaningful step-up in APC's scale and earnings power. The acquisition will also add assets, including terminals in Novi, Michigan, and Toledo, Ohio, as well as a transportation fleet that delivers more than 80% of its distributed volume. APC continues to work towards the closing of the transaction, which is expected to occur during the fourth quarter of fiscal year 2026.

Overall, we made solid progress in the quarter. Retail trends improved. Our retained store portfolio delivered another positive comp, merchandise margin expanded, wholesale and fleet fueling performed well, and APC entered into an asset purchase agreement to acquire the business of USPP. For the first 9 months, Adjusted EBITDA was approximately $199 million, up 8.5% from last year.

Given our year-to-date performance, current business trends, and the expected closing of the USPP acquisition, we are raising the low end of our Adjusted EBITDA guidance from $245 million to $250 million, and now expect our full year 2026 Adjusted EBITDA to be in the range of $250 million to $265 million. With that, I will turn the call over to Gallagher to review our financial results and updated outlook in greater detail.

Thank you, Arie, and good morning, everyone. Third quarter Adjusted EBITDA was $75.7 million, up from $75.2 million in the prior year. Higher retail fuel and merchandise margins, along with stronger contributions from wholesale and fleet fueling, helped offset lower retail fuel volumes and approximately $3.1 million of incremental same-store credit card fees associated with elevated fuel prices. Net income was $14.3 million compared with $13.5 million in the prior year period.

In our retail segment, same-store merchandise sales, excluding cigarettes, were essentially flat for the quarter, while overall same-store merchandise sales declined 1.4%. As Arie highlighted, our retained store portfolio performed better, with merchandise sales, excluding cigarettes, increasing 0.8%. This portfolio has delivered positive comps, ex-cigarettes, in every quarter this year, and in this portfolio of retail stores, we see that's the future of the business.

Total merchandise margin in the quarter increased 110 basis points to 34.8%, while same-store merchandise margin increased 50 basis points to 34.8%. The improvement reflects favorable category mix and the investments we have made across food service, other tobacco products, and vendor-funded promotions.

Same-store retail fuel gallons declined in the quarter as elevated prices continued to weigh on demand across the industry. However, disciplined pricing across our stores increased same-store fuel margin by 10.4% to 48.8 cents per gallon from 44.2 cents, resulting in same-store fuel contribution of $98.3 million, an increase of approximately $2.6 million in same-store fuel contribution compared to the prior year period.

Turning to expenses, total retail site-level operating expenses were $160.3 million compared with $172.9 million for the prior year period. Same-store operating expenses were $156.7 million compared with $150.6 million in the prior year period. The increase was primarily attributable to the $3.1 million of incremental credit card fees associated with elevated retail fuel prices, along with slightly higher personnel costs, rent, and utilities.

Excluding credit card fees, same-store operating expenses increased approximately 2.2%, with store labor up just 1.3% versus 3Q last year, which includes incremental investments in labor to support the expansion of our food service offering.

We continued to manage G&A expenses across the business. Corporate G&A expenses were $40.8 million, up 1.8% from the prior year period. The increase was entirely driven by normalized incentives as well as higher stock-based compensation in this year as compared to last year. We continue to manage our personnel expenses closely, reducing payroll expenses by 2.9% versus the prior year period.

Wholesale operating income increased 7% to $25.8 million. Wholesale gallons declined to 249.2 million from 260.4 million, while fuel margin increased 11.4% to 10.7 cents per gallon from 9.6 cents. The improvement in margin more than offset the impact of lower volume.

In our fleet fueling segment, operating income increased 8.9% to $13.3 million from $12.2 million in the prior year period. Fleet fueling gallons were 36.2 million, down slightly from 36.6 million in the prior year period, while fuel margin increased approximately 6.2% to 48.6 cents per gallon compared with 45.8 cents in the prior year period. Given its capital-efficient model, recurring cash flow profile, and attractive expected returns, cardlock expansion remains a high-priority organic investment within our capital allocation framework.

Turning to our balance sheet, we ended the quarter with $184 million of cash and cash equivalents. During the quarter, we opportunistically repurchased $62.1 million of our 5 1/8% senior notes for $56.8 million of cash and ended the quarter with $625 million of long-term debt, excluding lease-related financing liabilities.

Capital expenditures in the quarter were $41.4 million, compared with $24.9 million in the prior year period. The majority of our capital spending in the quarter continues to be directed towards growth initiatives, primarily retail store remodels and investments in NTI retail stores, as well as new cardlocks as we accelerate our organic growth and the purchase of fee properties.

Our capital priorities remain high-return remodels, new-to-industry retail stores, new cardlock locations, and expansion of food service. We continue to allocate capital toward projects that meet our return thresholds while preserving balance sheet flexibility to drive the long-term value of the business.

From a liquidity perspective, we ended the third quarter with $1 billion of total liquidity, providing significant flexibility to fund high-return organic growth, support APC's expansion, reduce debt, and pursue other value-creating opportunities.

Looking ahead to the remainder of the year, based on our year-to-date performance, business trends, and the expected closing of the USPP acquisition, we're raising the low end of our Adjusted EBITDA guidance for fiscal year 2026 from $245 million to $250 million, resulting in a revised range of $250 million to $265 million. We now expect full-year retail fuel margin of 47 to 49 cents per gallon. With that, I'll hand the call back to Arie for closing remarks.

Thank you, Gallagher. We are making progress across each of our strategic priorities. Our retained store portfolio is performing well. Dealerization is creating a more focused and cash-generative retail business. Wholesale and fleet fueling continue to provide stable, diversified earnings, and the expected closing of the USPP acquisition are all expected to contribute to APC's scaling as a growth and cash-generative platform.

We remain focused on execution, disciplined capital allocation, and creating long-term shareholder value. Operator, please open the line for questions.

[Operator Instructions] And your first question comes from Bobby Griffin with Raymond James. Please state your question.

I guess, Arie and Gallagher, I want to first maybe start with the dealerization aspect. It looks like if I'm kind of monitoring the language a little bit as we've gone through the quarters, the program maybe is extended a little longer than we originally thought. I think you called out in the release there's still a meaningful opportunity left in front. You're going to be done by the end of '27 now. I believe we kind of had the program going through early '27, maybe even ending in '26.

So can you maybe just talk about that for a little bit? Are you finding more stores and more opportunities, additional savings, anything there to help us think about the dealerization program? And it looks like that has more opportunity in front of it?

Sure. Good morning, Bobby. Thank you for the question. So as you all know, since we started the program, we dealerized approximately 500 stores as we started in August 2024. And those stores that we converted were just not strategic for us. And as we continue to move forward, we just refined the numbers. I mean, we still have 55 additional sites committed under letter of intent.

And as we continue to focus and as we continue to see results, we just refined the numbers and that's why we decided to extend our program a little bit and extend the amount of stores in some areas that we just felt that, you know, we should focus our time, focus our people, focus our capital in areas that we believe there is just additional growth.

So we become a little bit more maybe selective in some of the other areas that we didn't think about them before. But again, all of those initiatives are just making sure that we are delivering better results on the retained stores, as you can see over here, for the past 3 quarters. Those retained stores continue to show just favorable comps.

Okay, that's helpful. And, Gallagher, I kind of wanted to spend a second or two unpacking that retained store side of things. I think you guys called out that the merchandise comps, ex-cigarettes, have been positive all year for retained stores, which is better than the collective comps, which kind of gives you that implied retained store performance is doing better. What is happening with same-store gallons of the retained stores versus the total comp gallons that I see from the business?

Yes, Bobby, good question. And we do want to talk about retained stores a lot more as we finish dealerization. We think that's the future of our retail business and what's most meaningful to everyone. Our gallons have also outperformed around 300 basis points, 320 basis points versus the divested stores. 3Q, they did outperform OPIS. The OPIS percent was down around 6% for the quarter, and our retained stores performed better in gallons there also. So we continue to see good results.

And as you talked about with Arie, we're working thoughtfully, quickly to dealerize the remainder of the stores. That becomes our portfolio. We do think that's where the investments are going. We're continuing to grow same-store sales and improve gallons. So the gallon strength is there along with the merchandise sales.

Okay, so is it fair to think about, I think same-store gallons are down 7% collectively. You're saying a same-store basis for that retained portfolio stores is maybe down 4% or so?

It's slightly worse than that, Bobby. But yes, the blended rate. Yes. But it's better than OPIS. And OPIS was down 6%.

Okay, perfect. That's helpful. And I guess, you know, I don't know if you're going to be able to answer this or not, just given kind of what's been signed and what's not. But like, is there any way to tell us what the number is and like how many stores are considered retained stores?

Well, we have right now 1,038 stores that are basically the current store count. Like I said, we have 65 additional stores that are under a letter of intent. We don't have the numbers that we can provide at the moment because we continue to refine this number. But like I said, it's probably going to be, you know, I would say if I have to guess, it's probably going to be around 900 stores at the end of the day. And again, this is just a guess.

Okay. Okay, that's—

Bobby, maybe I wanna add one more thing just because we keep talking about retained stores and non-retained stores. I just want to add that the retained stores generated the majority of basically the operating profit. When I say the majority, I'm talking about maybe 99 to 98%, just to be clear.

So it's not about the amount of stores, it's really the quality of the stores. And those stores, we work really, really hard to transfer them. And as you can see, having a positive 0.8% sales, excluding cigarettes, while we also increase margin, it's something remarkable for us.

Yes, and that's encouraging to hear. And I guess lastly for me, and I appreciate all the time this morning, it's more of just a guidance or what's implied in the guidance type question, Gallagher. But if we take the APC guide for the year, the midpoint, and we take the ARKO guide for the year, the midpoint for the ARKO consolidated, we can obviously back into what's implied for the retail division. And that looks like it's down pretty notably year over year from what was reported in 4Q '25.

And obviously, you know, a lot of things are moving around with the store count. So I'm just trying to see if there's something going on there because it looks like a pretty notable drop, a lot more than we've seen all year, honestly, for the retail segment. So is there anything further to unpack there from a timing standpoint, cost pressure standpoint, or anything there?

Yes, I'll start and then Arie, you can weigh in. We feel good about year-to-date, Bobby. Like we've had 3 quarters that are delivering growth over last year. 3Q was solid also. So last year's 4Q was very, I think our CPG jumped 6% versus the prior year, one of the highest quarters of CPG for the year. We continue to see volume pressure, which we considered as we, you know, 3Q and 4Q. And then also the timing of the USPP acquisition. We're still not closed there yet.

We expect it to close in 4Q. So all those variables really make us comfortable with the range we put out there. And we do want to deliver a number that we tell you. So we're trying to be comfortable with that range and not be too aggressive as we go into 4Q.

Let me just jump in, Bobby, just with your comment. I don't think that's the case given that there is a different amount of stores that you had in 4Q '25 to the amount of stores that you have right now. I think there is a shift between retail to basically to APC. I think that may be the case at the end of the day.

Okay, that's helpful. Yes, I think it's that. I mean, we're looking on an average store basis as well, but admittedly, we don't have the perfect store set based on what we get in the disclosures. But that's helpful. That plus the retail gallons, I think, helps answer the question. So thank you again for the time. And I appreciate, Arie, the additional disclosure on the retained stores. I know it's something I've pushed you guys for and it's helpful, so thank you for providing that.

I still want to add one more thing for you Bobby, if you don't mind, just one more thing.

Of course.

Given that our comps are up, given that our fuel margin, gross profit dollars is up, and at the end of the day we have less stores, I believe that again, I believe there is basically a shift between the two and margin. And we continue with the pressure and with all of that, we actually able to increase margin. Remember, this is the 12th consecutive quarter that we are able to increase margin with this pressure. And I think all of that is just a mix and the help of our basically support vendor partners over here. And I think this is something incredible.

We have a lot of promos related to our loyalty members. As I mentioned earlier, I mean, the business is very, very healthy. The retained stores are very, very healthy, and you see it through the results of the year. So again, I think that I will look at the numbers again after this call, but like I said, I think the retained stores are doing much better than what we saw basically last year.

Yep, very well. Well, I appreciate the details, and I'm sure we'll talk again here, but yes, thank you. Best of luck in 4Q.

Thank you, Bobby.

Your next question comes from Daniel Guglielmo with Capital One Securities. Please state your question.

I think in the opening remarks, you mentioned that 145 stores have food service. Thinking out longer term, what percentage of the retained portfolio do you expect will have food service, and what would be the expected timeline to get there?

Good morning, Dan. So, you know, we have 145 stores today that we have delis. In many of our stores, more than 500 stores, we have some kind of food component already. The idea is really to expand fas CRAVES. This is something that we're doing as we continue to remodel stores. So again, I cannot give you the exact number, but I can tell you it's hundreds of stores, and as I said, right now, many of those stores have a food component from, you know, anywhere from roller grills to basically to sandwiches and, you know, the idea is just to expand it.

Dan, just to add, the remodels we're opening this year all have enhanced food service. And to me, that's a lot of headroom out there because the higher margin, the higher sales we get from those. It's still relatively a small number. It's only going to grow. So we expect it to really help our sales and margin. Margin growth is primarily through mix, selling more profitable products and not price. So it's through growing OTP and some more profitable nicotine categories plus food. And so looking forward, we expect that to continue to benefit both sales and margin.

Yes, the margin at our delis right now is close to 50%. That's their benefit.

Okay, great. Yes, that's really helpful. And then as a follow-up to Bobby's earlier gallons question, I think you all use a third-party system to price fuel on a daily basis at your stores. So in this kind of volatile pricing environment, have you had to adjust or tweak the way that you're using that pricing system? And then do you know if wholesale partners kind of use a similar pricing strategy?

Sure. Well, when it comes to fuel, you know, this is something that we've been doing all along since the beginning of, you know, since 2020. I mean, our job is to actually maximize GP dollars over here. You know, this is the objective over here, to maximize total fuel contribution, while we are remaining very competitive in the marketplace. So it's just, you know, we're not just managing cents per gallon, you know, we're also looking on, you know, basically gallons in isolation. I think everybody is facing the same thing as Gallagher mentioned earlier. OPIS was down 6% this quarter.

As you can imagine, Daniel, when price of fuel is above $4, $4.30, as you can imagine, everybody's under pressure and everybody needs to figure out the way how to basically end their year with the same profitability. Everybody has expenses. I think every one of those guys is expanding his margin as well in order to basically maximize gross profit dollars in a way. I think with our systems, we are maybe a little bit more efficient than some others.

But like I said, we didn't change anything. We're just trying to maximize gross profit dollars and at the same time making sure that we are competitive in the market that we are. I think that's why our loyalty members and our Fueling America's Future campaign become very, very important during this time. I can tell you that, for example, on Tuesday, we are running 10 Cents Off Tuesday, in addition to Fueling America's Future. And we see a nice, basically, increase in penetration because of that.

So we're just trying to maximize gross profit dollars, and at the same time trying to help our consumer when they're very under pressure right now, given the price of fuel. And I think what will happen at some point when the price is, you're going to see basically the opposite. You're going to see an increase in fuel gallons and a decrease in basically in fuel margin. That's typically what happens.

Great. Thank you. I appreciate all that color. That's helpful. Thank you.

Thank you. And ladies and gentlemen, that was our last question for the day. I'll now hand the floor back to Mr. Kotler for closing remarks.

Thank you very much, everybody, for participating this morning. We're looking forward to meet you and see you again in our next quarter.

This live transcript is auto-generated without human intervention or review.

Greetings, and welcome to Arko Corp's Second Quarter 2026 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Priya Trivedi, Investor Relations. Thank you. You may begin.

Thank you. Good morning, and welcome to Arko's Second Quarter 2026 Earnings Conference Call and Webcast. On today's call are Arie Kotler, Chairman, President and Chief Executive Officer; and Gallagher Jeff, Chief Financial Officer.

Our earnings press release and quarterly report on Form 10-Q for the second quarter of 2026, as filed with the SEC are available on Arko's website at www.arkocorp.com. During our call today, unless otherwise stated, management will compare results to the same period in 2025. Before we begin, please note that all second quarter 2026 financial information is unaudited. During this call, management may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Please review the forward-looking and cautionary statements section at the end of our second quarter 2026 earnings release for various factors that could cause actual results to differ materially from forward-looking statements made during today's call. All forward-looking statements made during this call reflect our current views with respect to future events, and Arko is under no obligation to update or revise forward-looking statements made on this call whether as a result of new information, future events or otherwise, except as required by law.

On this call, management will share operating results on both a GAAP and non-GAAP basis. Description of the non-GAAP financial measures that we use, such as adjusted EBITDA and reconciliations of those measures to our results as reported in accordance with GAAP are detailed in our earnings release or in the quarterly report on Form 10-Q for the quarter ended June 30, 2026. Additionally, management will share profit measures for our individual business segments, along with fuel contribution, which is calculated as fuel revenue, less fuel costs and excludes intercompany charges by our GP&P segment.

Now I would like to turn the call over to Arie.

Thank you, Priya, and thank you all for joining. Before we begin, I want to welcome Priya Trivedi who recently joined us as our new Head of Investor Relations. Many of you will have the opportunity to connect with Priya, and we are excited to ever on our team.

Before turning to the detailed results of the quarter, I want to spend some time on yesterday announcement by APC our approximately 74% owned subsidiary on signing an agreement to acquire the business of U.S. Petroleum Partners or USPP. We believe this planned acquisition is not simply another acquisition. It is a strategic step that accelerate APC's growth plan, expand scale in attractive markets and demonstrates the earning power we believe, can be created from the APC platform.

As a reminder, in February, we publicly offered a minority interest in our subsidiary, APC to give investors a clear view of the strength and value of our wholesale, fleet fueling and GP&P businesses. At the time of the IPO, we outlined a clear strategy compound, stable fee-based earnings through disciplined accretive acquisitions while giving Arko shareholders direct participation in the value created by APC.

The USPP transaction is exactly the type of opportunity we build APC to pursue. This deal demonstrates each of the key pillars of APC's investment thesis. It deepens supplier relationships, expand APC's stable fee-based business model, utilizes the financial flexibility created through the IPO, builds on a proven acquisition track record and accelerates APC's growth outlook. USPP is a sizable, vertically integrated fuel distribution platform and a highly strategic [ fit ] for APC. The pending acquisition is expected to add approximately 280 million gallons of annual fuel volume increasing APC trailing 12-months gallon stored by approximately 14% by adding more than 400 dealer locations.

Upon closing, the addition of the USPP business will not only meaningfully expand APC's scale and presence in the great Lakes region. It will also add 2 few terminals on the Buckeye Pipeline and a transportation fleet that currently handles more than 80% of USPP distributed fuel volumes. By adding terminal and transportation capabilities, APC can participate in more of the refined project value chain, thereby potentially capturing incremental margin opportunities, string loss mile logistics, and add another source of stable fee-based earnings. The consideration at closing will consist of $205 million in cash plus the cost of inventory.

Additionally, at closing, APC will issue $30 million in Class A common stock to be in escrow and be released to USPP subject to the acquired business, achieving certain EBITDA based financial targets in the first 4 few quarters after we closed the transaction. This earnout payment is subject to adjustment if the acquired business does not achieve $31.7 million EBITDA and $2.2 million EBITDA generated by certain fuel-related components.

EBITDA is defined in the purchase agreement. Also, the earnout may increase if the acquired business achieves results that are greater than these financial targets. We expect the transaction to close later this year to be accretive upon closing and to add approximately $30 million of annual adjusted EBITDA to APC and announced its discretionary cash flow. This is a clear example of the strategic value [indiscernible] APC, a growth vehicle with access to capital and attractive conversion of adjusted EBITDA to discretionary cash flow and a disciplined balance sheet supporting a dividend from which Arko Corp and our shareholders benefit.

APC gives us second public platform for value creation while allowing Arko to remain focused on transforming the retail business.

Turning now to Arko's results. We operated against a challenging consumer backdrop, a highly volatile fuel pricing environment during the second quarter. Consumer sentiment reached historic lows while prolonged higher fuel prices placed additional pressure on household budgets and influence purchasing behavior. The national average for gasoline prices climbed from $4.24 per gallon in April to nearly $4.61 per gallon in May before finally easing to roughly $3.96 per gallon at quarter end.

While trend held relatively steady throughout much of the quarter, the cumulative pressure showed up more visibly in June as retail demand softened. Trips to the pump actually increased as customers fueled up more frequently, but we saw pressure on both gallon sold and in-store spending. Despite these pressures, we closed out the first half of 2026 in a solid position with adjusted EBITDA up 14% to last year.

As a reminder, when fuel prices rose rapidly earlier this year, we reacted quickly and disciplined pricing delivered an exceptionally strong first quarter with adjusted EBITDA up 65% year-over-year. We knew that as elevated prices persisted, a portion of that outsized fuel margin benefit would normalize. Through strong execution we minimized the giveback in the second quarter, delivering adjusted EBITDA of $72 million compared to $76.9 million in the prior year period.

The year-over-year decline in the second quarter was largely driven by $3.3 million of increased credit card fees on a same-store basis associated with elevated fuel prices. Taken together, first half adjusted EBITDA was $123 million compared to $108 million last year, up a strong 14% year-over-year. The consumer environment tested the model and our results showed the benefit of scale, disciplined pricing and more diversified earning base.

We remain focused on what we can control, delivering clear value, maintaining disciplined pricing, managing expenses, and executing initiatives that improved the long-term productivity and cash flow profile of the business.

Now turning to the results by segment. In our retail business, [indiscernible] increased 4% as customers fueled up more frequently, though gallon sold remained under pressure and convenient or spending softened in June. Same-store merchandise sales, excluding cigarettes, declined a modest 0.9%. At the same time, disciplined category management, vendors supported promotions, market share gain in several key categories and dealerization program drove merchandise margin to 34.7%, an expansion of 110 basis points versus last year, and delivered nearly flat merchandise margin dollars on a same-store basis.

In a pressured consumer environment, maintaining nearly flat same-store merchandise sales, excluding cigarettes, while expanding margin by 110 basis points, it's an important proof point for the quality of our retail execution. Purely remained an important earnings stabilizers during the quarter, and we continue to balance competitive pricing and customer value while maximizing fuel gross profit dollars.

Same-store fuel contribution increased slightly compared to the prior year period as an increase in same-store retail fuel cents per gallon margin driven by disciplined pricing and the benefit of our scale more than offset lower same-store gallons. We remain committed using targeted fuel offers to drive traffic, loyalty enrollment and profitable in-store engagement while recognizing elevated fuel prices and associated credit card fees will continue to be headwind.

In oil sales, cents per gallon margin increased year-over-year, primarily reflecting higher prompt discount, while gallons declined due to higher retail fuel prices partially offset by retail sites converted to dealer locations to our dealerization program. Fleet Fueling operating income was relatively flat year-over-year as margin compressed this quarter and the prior year period at a higher-than-average margin.

Our value proposition remains central to driving traffic and engagement in a pressured consumer environment. We believe we have the best fuel discount program in the country. Through fueling America's future and roll fast rewards members can earn stacable fuel discounts of up to $2 and $0.50 per gallon on as many as 20 gallons by purchasing qualifying items in our stores, which has saved our enrolled members more than $4 million [indiscernible] inception. This is not only a customer value program. It is a traffic loyalty and gross profit engine that string our relationship with high-value customers.

The data reinforce why we are so focused on loyalty. In the second quarter, enrolled members average monthly spend was more than 2x higher than nonenrolled members. The numbers of visit and average basket size were almost 50% higher versus nonenrolled members. These are not incremental differences. They represent a fundamentally more valuable customer relationship and a meaningful opportunity to grow repeat traffic, basket attachment and margin over time.

In June, we introduced the Tencent Tuesdays, offering in word members a few discounts on Tuesdays, since launch and all gallons sold on Tuesdays have grown double digit demonstrating strong engagement with the loyalty program and its compelling value proposition. We're also leveraging vendor-supported promotion with major vendors and consumer product partners which delivered a further 6% in customer savings while protecting our merchandise margin.

We took action in Q2 to win value-seeking customers adding more than 100,000 new members or 5% during the quarter. We will continue working with our supplier partners to help customers save on everyday purchases while driving profitable engagement for Arko. This engagement is already showing up in our financials. Enrolled sales growth and enrolled margin both increased 30 basis points in Q2 compared to Q1.

With loyalty, our focus is increasingly on the quality of the engagement, active users, repeat visits, incremental basket attachments, gross profit contribution, vendor funding and measurable return on promotional spend. Behind loyalty, we continue to invest in initiatives designed to modernize our retail offerings, improve customers' experience and a strong long-term store economics.

During the quarter, we completed 2 remodels with 12 additional projects currently in progress, and we expect a total of approximately 25 remodels in 2026. Because stores generally stay open during construction, temporary closure of a portion of the sales floor creates a modest headwind to comparable same-store merchandise sales. Completed remodels generated double-digit merchandise sales and gallon grow versus the pre-remodel period reinforcing our confidence that targeted capital investments can unlock higher productivity from the existing store base.

We also opened one new to industry retail store during the quarter. Our remodel and new to industry retail location incorporates our fast crave food and beverages offering, updated layout and new technology and operating processes designed to improve store productivity. We are encouraged by the results we are seeing from the NTI opened so far. While several are still in ramp-up stage, we're seeing returns approaching 20%, which gives us confidence as we look to accelerate the program in a disciplined way.

To support the continued growth and modernization of the company's store and fueling footprint, we recently added to our real estate development team and accomplished Vice President of Real Estate Development with 30 years of industry experience. Our extensive track record in new store development, capital deployment and strategic growth will support the execution of the company's remodel new to industry stores and new [indiscernible] initiative.

As planned, we continue to expand what is one of the largest [indiscernible] platform in the country. We have identified 20 new [indiscernible] location for opening in 2026, have opened 3 new locations in [indiscernible] and have the remaining 17 in various stages of development. We expect to continue adding to this segment because we like the low capital investment, attractive mid-to-high teen expected location and recurring cash flow characteristics of this model.

We now offer an announced food service offering in approximately 140 of our stores and expect to expand that to additional locations this year. We remain deliberate in our pace of expansion, prioritizing the regions and [indiscernible] best positioned to maximize margin while incorporating learning along the way. Dealerization remain an important lever in Arko's transformation. During the second quarter, we converted 21 additional retail stores to dealer locations, bringing our total to 471 conversions since the program began in the middle of 2024.

We also have approximately 70 additional stores committed under letter of intent, under contract or already converted since quarter end. Each conversion moves us further towards the lower cost, more capital-efficient operating model with stronger cash flow characteristics. While the pace of conversion moderated this quarter, our expectation for the program remained unchanged. Stepping back, I want to reiterate again, we ended the first half of the year in a solid position with adjusted EBITDA up 14% to last year. Our execution through the first half give us conviction in our full year outlook.

With that, I will turn the call over to Gallagher to review our second quarter results in greater detail.

Thank you, Arie, and good morning, everyone. As Arie noted, our second quarter results reflected softening in our retail business in June, while APC and disciplined fuel margin management continued to support overall profitability.

Adjusted EBITDA was $72 million compared with $76.9 million in the prior year period. Net income was $9.4 million compared with $20.1 million in the prior year period. As a reminder, last year's second quarter included approximately $21 million noncash gain related to a sale leaseback. Despite the softer retail demand, we continue to generate healthy cash flow, manage expenses with discipline and preserve flexibility to invest in our highest return priorities. Looking at our Retail segment. Same-store merchandising sales, excluding cigarettes, were slightly down 0.9% in the prior year period. While same-store merchandising sales overall were 1.7% below the prior year period.

Cigarettes continued to decline as expected. But as Arie mentioned, we also saw consumer pressure impact our sales this quarter. We experienced pressure from lower SNAP EBT sales as certain states tightened eligibility rules around benefit purchases. While SNAP EBT accounts for less than 2% of our sales, lower EBT spend in the second quarter produced same-store sales growth ex cigarettes, by approximately 75 basis points in the quarter, primarily across 3 states.

We continue to focus on offering our customers value for our loyalty program, leveraging Fueling America's future, incent off Tuesdays and targeted in-store pricing with key partners, working to win on value while protecting our margins. Merchandising margin in the quarter increased 110 basis points versus Q2 2025 to 34.7%, with same-store merchandising margin also increasing to 34.7%, and expansion of 40 basis points compared with 34.3% in the prior year period. This reflected our dealerization efforts, disciplined pricing, favorable product mix and vendor-supported promotions.

On retail fuel, same-store gallons were 5.7% below the prior year period. while same-store fuel cents per gallon margin increased 6.5% to $0.487 per gallon from $0.457. A same-store fuel contribution grew to $97.8 million.

Turning to expenses. Total retail site level operating expenses were $160 million compared with $176.6 million for the prior year period. Same-store operating expenses were $156.5 million compared with $148.2 million in the prior year period, driven primarily by approximately $3.3 million of higher credit card fees associated with elevated fuel prices, along with slightly higher insurance, personnel costs and rent.

On a consolidated basis, G&A expenses were $43.7 million compared to $40.7 million in the prior year period, primarily driven by increased stock-based compensation and normalized incentive compensation. We continue to manage our personnel expenses closely, reducing regular personnel expenses by $1.3 million versus the prior year period.

Turning to our Wholesale segment. Operating income increased 7.1% to $24.9 million, from $23.2 million in the prior year period. Gallons were 241 million compared with 252 million and fuel margin increased 8.7% to $0.109 per gallon from $0.101 in the prior year period. In our Fleet Fueling segment, operating income slightly increased 1.6% to $13.3 million from $13.1 million for the prior year period.

Fleet Fueling gallons were $36.4 million, broadly unchanged from the $36.3 million in the prior year period. While fuel margin was $0.469 per gallon compared with $0.49 in the prior year period, primarily due to higher-than-average fuel margins in the prior year as well as margin compression during the second quarter of 2026 as index prices declined more quickly than our weighted average inventory cost.

Starlight location expansion remains one of our most attractive capital allocation opportunities given its return profile, capital efficient operating model and recurring cash flow characteristics. Our balance sheet remains healthy and provides flexibility to invest in our strategic priorities. During the quarter, we repurchased $38 million of our 5.18% senior notes for $35 million of cash. Following this, we ended the quarter with $246 million of cash and cash equivalents and total liquidity of approximately $1 billion. Subsequent to the quarter end, increased the size of our GPM credit line with P&C by $74 million, bringing the aggregate capacity across our P&C credit lines to $214 million. This liquidity positions us well to fund high-return organic projects, support APC's growth strategy, evaluate additional senior note repurchases and pursue other value-creating opportunities while maintaining a disciplined capital allocation approach. We ended the quarter with $675 million of long-term debt, excluding lease related financing liabilities, a decrease of $29 million versus Q1.

Capital expenditures were $33 million in Q2 compared with $45 million in the prior year period. The majority of our capital spending in Q2 continued to be invested in growth initiatives and our capital allocation framework remains consistent and returns focused. Our priorities are completing dealerization and capturing the associated cash flow benefits, investing in high-return remodels, retail NTIs and new card locks and growing food service. We also maintain balance sheet flexibility which allows us to deliver our strategy and execute strategic acquisitions when they meet our disciplined return thresholds, such as APC's planned acquisition of the business of USPP. We are focused on deploying capital only where we believe it can improve the durability, cash generation and long-term value of the business. We are reaffirming our full year 2026 adjusted EBITDA guidance of $245 million to $265 million. Given the current operating environment, we are increasing our outlook for full year retail fuel margin to range between $0.455 to $0.475 per gallon, with higher margins is expected to offset lower retail fuel volumes. Reaffirming guidance in this environment reflects our confidence in the earnings durability of the business and the controllable levers we are executing across retail operated stores and APC.

With that, I'll hand the call back to Arie for closing remarks.

Thank you, Gallagher. We delivered a solid first half with adjusted EBITDA up 14% to last year. We maintained disciplined margin, continue to execute our transformation plan and reaffirmed our full year adjusted EBITDA outlook. Most importantly, the key pillars of our investment story are intact.

APC is scaling as a public growth platform. Dealerization is improving the cash flow profile of the business. Loyalty is deepening customer engagement and our balance sheet gives us flexibility to pursue value-creating opportunities. We're also excited about yesterday's announcement. The planned acquisition of the USPP business, which we expect will add an annual adjusted EBITDA of approximately $30 million to APC, marks the next phase of growth for both Arko and for APC. We believe it is a clear demonstration of the value we can create through disciplined, accretive M&A as a public company.

It adds scale announced vertical integration and reinforces why we believe APC can become an increasingly important value driver for Arko shareholders. Our focus remains on execution capital discipline and the areas within our control. We believe that through a combination of operational discipline, high-return grow initiative and a more diversified earning platform, Arko is continuing to convert its large convenience and fuel network into a more resilient, higher cash flow business positioned to create meaningful long-term value for shareholders.

Operator, please open the line for questions.

[Operator Instructions] Our first question today is coming from Bobby Griffin of Raymond James.

Congrats on the deal announcement. I guess, first for me, I wanted to understand a little bit more of the EBITDA guide. Is the deal in there? Because when I look at the second half, implies down EBITDA year-over-year, but it seems like the fuel margin environment is healthy, you guys have made a little progress inside the stores, and then you have that deal as well.

So I'm just trying to understand what the puts and takes are assumed in the adjusted EBITDA guide for Arko consolidated for the rest of 2026.

Thanks, Bobby. This is Gallagher. I'll take that one. When we did the guide, we had planned acquisitions but we really did not know the size or the timing of the acquisition, which was part of the reason we had the $20 million range. So based on the timing of close, we do expect some benefits this year, but we've not -- we feel that's captured in the $20 million guidance. So I think the fundamentals of the business are good, and we feel good about delivering that.

And the timing of the close will help us for EBITDA, but it's not going to change our guidance.

Okay. And what's the -- or what's the back half pressure then? Like you look at forward first half, EBITDA is up year-over-year as you guys talked about. And then the back half at the midpoint implied down. What's the moving parts there?

Yes. It's primarily uncertainty, Bobby. And we've seen fuel volatility. We've seen customer volatility. We are executing our brands. We are doing our part to drive customers into the stores, both for fuel and for merchandising and APC is delivering. We're just very uncertain now going forward. And month-to-month, it seems to change. So we didn't want to give too much confidence in this uncertain environment other than that we will deliver what we can.

Okay. Fair enough. I guess also I want to ask on the fleet card segment. The down year-over-year margins and I'm not as familiar in the weeds of this business versus traditional retail immediately. But like what was the pressure point, especially in the third-party locations? Like industry margins, it seems from peers, at least at retail are really good in 2Q. What happened with the third-party locations being down pretty big year-over-year?

I'll take that one. So what happens in the fleet tooling with the card losses, many of our deals are OPIS+ pricing. So it's a fixed price when we sell the fuel. So in a falling environment, we end up paying keep more and lose margin in that situation because the price of the customer is fixed in OPIS+ us, whereas our purchase price that could be days or a week before it was higher. So in a volume environment that pressures those margins.

Okay. And then, Arie, on the deal and adding on the significant amount of gallons, I thought the conversation about some of the other capabilities that were brought -- that are going to be brought to the Arko enterprise as well as APC. Obviously, we're interesting -- where do you think -- like how do you think that helps back into the retail network? Is there synergy opportunities as we look at '27 and '28 from these additional gallons and capabilities of sourcing that could offer some fuel benefits back into your retail ownership?

Well, I think the biggest one, Bobby, is economy of scale. If you think about that, this is a huge opportunity for us, not only from a gallon standpoint, also from the relationship with the major oil companies. The USPP business brings 280 million gallons. We are currently selling 2 billion gallon. So as you can imagine, say, efficiency and better cost of goods when you add another 280 million gallons, which is an extra 14% increase to the current gallons in an environment where everybody is trying to capture a gallon, I believe that would be an opportunity for us.

Is there a time of like where you have to -- like your fuel contracts come up and they're up for renegotiation at a certain time, I agree with you on the economy is a sale aspect, but I want to get ahead of ourselves on when that could actually play out?

Bobby, we always negotiate fuel supply contracts. This is not just about timing. Every time you grow, you go back and remember, we have a great relationship for many, many years with the fewer suppliers. That's one thing. The second thing is, don't forget, we are bringing right now also some throughput opportunities for some of those major oil companies. Given that we have more than 50% available terminal capacity in this market, and we have a lot of business in this market in Great Lakes. That's just another meaningful opportunity for us to enhance basically our business. And I just want to remind you that we keep talking about retail, retail. But at the end of the day, APC and basically the retail should complement itself at the end of the day, the better capabilities you actually bring through the business that we are requiring right now, that should provide additional cost of goods, better cost of goods for the overall margin across retail and across, of course, the oil sale business.

The next question is coming from Daniel Giamo of Capital One.

You've talked about the retail store investment with Fast Crave and F&B offering and the SMB offering. As that's had more time to develop, can you give us a sense of any learnings that you've had there? Are there certain F&B products that are performing better than others? Anything additional would be helpful.

Daniel, that's a good question. And as you can imagine, we started with a menu and we continue to reaffirm our menu, I'll call it, day over day, month over month. I think what you see in the results when we're talking about increasing results and interesting margin to 34.7%, it's clearly basically the additional food service offering that we actually had here. There is no question that foodservice pushed the margin with all of the additional high-margin items over here.

So I can point you to like a specific items, but I can just tell you that we on a regular basis, we're trying to improve our menu. Don't forget right now with the customer's pressure that we see in the marketplace right now, it's not only the menu rates also the -- basically the value. I'll give you an example. This morning, loyal members can basically purchase a chicken sandwich plus the Coca-Cola drink and [indiscernible] for $5, I don't think you have any kind of offering like this in the country to that. So I mean the goal is not only the menu, the goal is also the value creation that we actually bring to customers, especially now when there is so much pressure out there.

Just to add on that, Arie, Daniel, we're still in a very test-and-learn phase as we roll out food. But one thing we're very happy with is the customer response. We've seen double-digit growth in all those stores both for merchandising sales and in filled gallons when we remodel. So we're very happy with that. One thing we continue to work on is the operations. As already mentioned, make sure the menus right, make sure our cost model supports that sales growth that we're seeing. So we will go faster, this year is really about testing and learning from the menu. And right now, the customer response is really strong.

Okay. Awesome. That's all really helpful. I appreciate that color. And then you had mentioned some retail customer, while it's kind of being stretched volume is down a little bit. So just -- you guys are like a national brand now, right, lots of different states. As kind of we've progressed, are you seeing any kind of softness in particular areas? Or is it kind of a broad-based just slightly.

Yes, I think it's a broad base, it's broad-based. It's not one particular area versus the other. But I think that's, again, that's our goal or basically what we are trying to do over here given our size is to make sure that we're providing value to our customers. I mean I mentioned Fueling America, just for your benefit and everybody's benefit Daniel is that Fueling America since we started provide $4 million savings to our customers. And you know that the #1 item that is very expensive and probably basically put a lot of pressures on every household is fuel spending right now. We have over 70 different offerings inside the store that are attached to Fueling America. I mean you can get up to $2.50 saving basically with those offerings, and you can stack that, and you're talking about a $50 basically discount for purchasing fuel. And those are the things that we need to do and in some areas, of course, where some areas that are more low income, I mean, we probably see people taking more advantage. In addition to that, the $0.10 Tuesday, for example, as we mentioned, since we launched that, we doubled our gallons over there.

So we just need to do all of those things in order to help our consumers to go through this time that everybody is under pressure. And hopefully, when price of fuel will come back to normal, I believe we're going to see the trend coming back to normal.

The next question is coming from William Reuter of Bank of America.

I just have 2. The first, there was a little bit of a deceleration of the dealerization program this quarter, is there anything that, that speaks to? And can you remind us the target of where you ultimately hope to get to in terms of the number of company-operated in owned stores?

Sure, sure. So there is no deceleration. Remember, when we started, we started almost 2 years ago in August 2024 when we started, we have a large group of stores that we had to dealerize. It's up until now, we dealerized 471 stores. So the amount of stores that we have under letter of intent right now, purchase agreement, or in process are a much smaller amount. We're talking about 70 locations right now.

So like I said, when we started with a large amount of stores, it just -- it was just a large portion of them that just turned on a quarterly basis. We are basically getting right now to a smaller amount of stores. We have, like I said, around left. Some of them already closed during the queue. So it's just a matter of how many stores are out there. We never put a target. But like I said, I think that right now, with those 70 stores, we're going to reach close to a little bit over 500 stores that we're going to dealerize.

Got it. And then the second question for me. I believe this is the first time you've repurchased in an 8% notes in the open market. I guess, how -- you mentioned in your capital allocation portion of the prepared remarks that this is something you'll continue to evaluate. How are you thinking about those additional repurchases over the next couple of quarters versus other uses of capital?

I'll take that one. And good question, William. We are very return focused in our allocation of capital. There's really 2 uses. One is growth, which primarily is the new stores, the remodels and the card locks. The other one is opportunistically looking at things like the bonds. And when we're able to get a discount on the bond, it makes a lot of sense to retire those when we can. So we are working to actively manage our balance sheet to ensure that just helps drive our growth. And we will continue to look at that. So we're taking advantage of growth opportunities and buy down bonds when we can, but we actually want to maintain enough flexibility to keep our strategy executed.

I would like just to jump in, William. And as Galleghar mentioned, we are very, very opportunistic on one end. On the other hand, as we basically bought up those bonds, we were able to basically to receive an increase in our line of credit from PMC. We just increased that a few days ago.

So we just want to make sure that on one hand, we maintain liquidity. But on the other hand, we continue to be opportunistic when it's come to our -- basically to our capital and to the return on investment on the teams that we're doing over.

Got it. I guess maybe just one quick follow-up on that. Does it make sense for there to be high-yield bonds in your capital structure going forward? Or do you feel like using your line of credit is kind of the way that the company will finance itself in the future?

Listen, when we raised the bonds 5 years ago, interest rate was close to 0. We paid the bond at a 5% and 8%. And if you think about it today, you can get -- basically, you can get those rates today. So I think it's a very attractive rate, and we like it. So it's part of the capital structure. It has been part of the capital structure for the past 5 years. And we actually think that this is just something that's very attractive for us from -- basically from a pricing standpoint.

The next question is coming from Karru Martinson of Jefferies.

When you talk about June retail demand softening, as gas prices have come down. Have you seen that rebound? And then kind of how is the consumer handling the kind of the up and down that we've been seeing on gas prices?

Sure. So this is a very, very volatile year, very, very volatile year. We saw -- I'm going back to January, just to remind everybody, January was a very, very good month from an inside sales standpoint and gallons then everybody got hit with the weather during February and then the war started. And we start to see some pressure probably in April, going into May. June was probably the softened month since everything started. But we start to see some bounce back in July, okay? -- who knows where price of fuel is going next week. But at least as we see price of fueling easing a little of that at the end of basically the quarter, we start to see some relief in the beginning or at the month of July so far.

But again, it's too early to tell who knows where price of fuel will be tomorrow. The 1 thing I can tell you, when price of fuel goes above $4 the consumer gets more pressure. And that's why Fueling America and all of those promo with Tencent Tuesday, all of those things are so important basically for our customers and for us. And you see it, you see it through the margin. I mean, we lost only 0.9% on sales, excluding cigarettes, but we were able to actually capture margin and increased margin by 110 basis points, which explained to you that the consumers are coming more frequently to buy gas. They're coming inside the stores, a loyal members taking advantage of those promotions. And at the end of the day, if you think about it, I mean, we actually finished our gross margin basically work profit on impact sales was actually flat.

Okay. And then looking at the U.S. petroleum partners, just not being familiar as much with the fuel supply and distribution platforms that are out there. I mean, are there other platforms of this scale that you could be looking at? What are the opportunities in that? Or do you feel that you have the scale now necessary?

Sure, sure. So first of all, it's a very good question. And I know I say a lot over the call but I would like maybe to reiterate something and make it very, very clear. I'm very, very excited about this opportunity. This is a very, very important opportunity for -- that's the first large deal that we're doing after IPO. We've been telling the market about that. And remember, APC become a very, very, very important component of basically of Arko.

So maybe I can just walk you through and walk everybody through maybe the biggest highlight of this deal of [indiscernible] I mean this deal is highly complementary to our business model. I mean, not only that we're reading going here a fee-based and fixed margin earnings to our profile over here. I mean, this business has very low working capital requirement. This business basically add additional 280 million gallons to basically to the Arko APC business. The business have more than 50% available terminal capacity, which is very, very meaningful, given our relationship with the major oil companies. If you think about that, when we buy fuel, we buy fuel and we pull the fuel from different terminals. So that's become an opportunity for us to actually bring our APC volumes through our own terminal right now. It's also going to expand APC's participation across the fuel value chain. And it's going to provide not only basically margin expansion -- it's also going to provide some logistic and storage opportunities for the overall business that we have out here.

So again, in the bottom line from all of those things that I said and I said a lot is that this deal creates a huge share order value over here. It's very accretive to adjusted EBITDA. As I mentioned, we're expecting $30 million on annual adjusted EBITDA increase and that's going to help our discretionary cash flow. It's going to support our dividend capacity and longer basically shareholder return is going to maintain the balance sheet very, very flexible. And as I mentioned earlier, after this deal is set and done, we're talking about being between 3 to 3.5x net debt to adjusted EBITDA.

So we have plenty of availability to support additional growth and I think the bottom line, I mean, this deal is going to announce cash flow generation through basically additional fee-based earnings streams that will support basically our shareholders. In terms of opportunities, just to finish, in terms of opportunities, like I said, this is only the beginning. We have over $700 million of liquidity. We are using $205 million of this liquidity right now in order to increase EBITDA by almost 20% and that's going to be a big driver for us. And there are plenty opportunities out there.

Our final question today is coming from Ian Safrino of Oppenheimer.

I just -- and I know you talked about kind of the consumer environment and what you're doing as it relates to the consumer environment. But -- what is the competitive landscape look like in this environment? And I know you mentioned some of the initiatives you're taking to attract customers. But what are you also kind of doing as far as maybe countering what some of the competitors are doing? Or maybe you can just kind of talk about the competitive environment in general?

So as -- as you know, Ian, OPIS reported, I believe, last quarter, minus 5.8% or 5.5%, but it's in the high 5s. And everybody is actually feeling the pressure. This is a pressure across the country when it's come to fuel. And everybody is basically looking for ways to basically to get gallons everybody is struggling. Everybody is trying to get gallons, even though gallons are down dramatically.

During America, like I said, I think it's the only promotion in the country. And again, and I'm very certain about that. I don't believe any competitor is providing $2.50 off with 70 different offerings inside the store. Everybody is trying -- you're asking about the competitors. Everybody is trying to come up with -- we came up with Tencent Tuesday, some other competitors coming up with maybe Monday or Tuesday or Wednesday or whatever, but I think that none of them actually have such a big offering when it comes to basically to fuel and again, we're just going to continue to tweak it.

We're going to continue to be competitive. We're going to come up with -- continue to come up with food offering and special volume mill to basically to ease our consumers. Everybody is trying to do that. I just don't believe anyone in the country, providing up to $2.50 off and up to 20 gallons, which is equal to $50, I don't believe anyone is doing that.

Okay. And then as far as APC, how are you just looking at that in general? I know you have still a very large stake. Is this something that you think you'll continue to keep at these levels? Is it something that you might use as a source of funds? Or how do we kind of think about that holding there?

Yes. So it's a good question. So as Gallagher mentioned earlier, the company is very liquid. If you're looking on ARC on a consolidated level, we are talking about the $1 billion in liquidity. The cost of capital at APC is very, very attractive. Cost of capital today at around 6.75%.

So our goal is going to continue to basically pursue acquisition, very, very similar to this complementary acquisition that we just announced yesterday that I'm very excited about that. If you think about it, we are increasing, we are expecting to increase the EBITDA of by around 20%.

We are going to increase gallons by approximately 14%. So as long as we can continue to grow and pursue attractive opportunities with our very attractive cost of capital, we're going to continue to do so. There is really no reason for us to issue equity or to sell equity at that level and make sure that our current shareholders at APC and at Arko will enjoy the benefit of what we created and are going to create over here.

At this time, I'd like to turn the floor back over to Mr. Kotler for closing comments.

Thank you very much, Donna, and thank you again for joining us today. We hope you enjoy your summer, and we look forward to update you on our progress next quarter. Have a great day, everybody. Have a great weekend.

Ladies and gentlemen, this concludes today's event. You may disconnect your lines or log off the webcast at this time, and enjoy the rest of your day.

Greetings, and welcome to the Arko Corp. First Quarter 2026 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce Jordan Mann, Senior Vice President, Corporate Strategy and Investor Relations. Please go ahead.

Thank you. Good morning, and welcome to Arko's First Quarter 2026 Earnings Conference Call and Webcast. On today's call are Arie Kotler, Chairman, President and Chief Executive Officer; and Gallagher Jeff, Chief Financial Officer. Our earnings press release and quarterly report on Form 10-Q for the first quarter of 2026 as filed with the SEC are available on Arko's website at www.arkocorp.com.

During our call today, unless otherwise stated, management will compare results to the same period in 2025. Before we begin, please note that all first quarter 2026 financial information is unaudited. During this call, management may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Please review the forward-looking and cautionary statements section at the end of our first quarter 2026 earnings press release for various factors that could cause actual results to differ materially from forward-looking statements made during our call today.

All forward-looking statements made during this call reflect our current views with respect to future events, and Arko is under no obligation to update or revise forward-looking statements made on this call, whether as a result of new information, future events or otherwise, except as required by law.

On this call, management will share operating results on both a GAAP and on a non-GAAP basis. Descriptions of the non-GAAP financial measures that we use, such as adjusted EBITDA and reconciliations of those numbers to our results as reported in accordance with GAAP are detailed in our earnings press release or in our quarterly report on Form 10-Q for the quarter ended March 31, 2026.

Additionally, management will share profit measures for our individual business segments, along with fuel contribution, which is calculated as fuel revenue less fuel costs and exclude intercompany charges by our GP&P segment.

And now I'd like to turn the call over to Arie.

Thank you, Jordan, and good morning, everyone. Q1 marked a clear inflection point for Arko. The momentum we built late last year accelerated into 2026, and the results this quarter show meaningful progress across the business.

Adjusted EBITDA increased approximately 65% year-over-year to $51 million, driven by strong execution across retail, wholesale and fleet fueling, coupled with disciplined cost control and strong fuel contribution. Importantly, this performance was broad-based and structural, not driven by any single lever.

In retail, same-store merchandise sales, excluding cigarettes, returned to growth for the first time in 2 years, reflecting improved execution, sharper promotions, our Fueling Americas campaign and stronger customer engagement. Same-store fuel gallons had the strongest year-over-year trends we've seen in 2 years and outperformed the OPIS U.S. average by roughly a full point.

In fuel, we have navigated a volatile pricing environment effectively, delivering strong cents per gallon that more than offset lower volumes early in the quarter. Notably, fuel transactions and gallon trends strength materially in March, even as retail prices increased. We believe that this is evidence that our value messaging and promotional strategy are resonating with customers. Across the organization, we stayed sharply focused on costs. G&A declined 4% year-over-year, reflecting a leaner structure and continued operating discipline.

Despite weather disruption from the significant number and intensity of storms in January and early February, the takeaway from the quarter is straightforward. The operational and strategic work we've been executing dealerization, loyalty, fuel pricing discipline, merchandising focus and capital allocation is showing up in our financial results. The initial public offering of minority interest in our subsidiary, Arko Petroleum Corp in February 2026 was an important milestone in our story and we believe that it gives investors a clear view of the strength and value of our wholesale, fleet fueling and GP&P businesses, their attractive margins and its cash flow attributes.

We believe that Arko is currently positioned with strong growth opportunities across both operating channels, the retail on the one hand and the wholesale and fleet fueling on the other end. As of March 31, 2026, Arko owns 35 million shares of APC, representing an implied value today of roughly $650 million based on APC's market capitalization of approximately $900 million. We'll keep the APC discussion short, but it's important investors recognize both the transparency and the embedded value that APC structure provides.

Turning to the operating environment. The consumer remains value focused and deliberate, especially in this elevated fuel cost environment. We continue to see customers taking advantage of promotions and actively using our app for savings on both fuel and merchandise. That reinforces the importance of sharp pricing, clear value communication and compelling in-store offers. Importantly, underlying trends improved as we moved through the quarter. After weather-related disruptions early on, traffic, transactions and gallons all improved in March, reinforcing our confidence in the trajectory of the business. Dealerizations continue to be one of the most powerful levers reshaping Arko. We converted 41 retail stores to dealer locations in the first quarter, bringing total converted locations to 450 since we adopted our transformation plan in 2024, with approximately 75 additional stores committed either under letter of intent, under contract or already converted since quarter end.

We expect to complete those plus additional conversions by the end of 2026. The benefits are increasingly evident, lower operating costs, reduced maintenance CapEx, stronger cash flow generation and a more focused retail portfolio that is positioned for growth. As we progress through 2026, we believe our reported KPIs will increasingly reflect the quality of the remaining portfolio, something that is already apparent in our Q1 performance.

Retail performance clearly improved this quarter. Same-store merchandise sales, excluding cigarettes, returned to growth, marking our strongest results in 2 years. This was driven by better execution across promotions, pricing and customer engagement. Merchandise margin grew 70 basis points year-over-year and finished Q1 at 33.9%. This 70 basis points margin improvement is on top of the 70 basis points we grew margin in Q1 of last year. Cigarette sales performed better than expected due to promotional pricing and manufacturer support, while other tobacco products continue to grow strongly, supporting traffic and transactions without undermining margin integrity.

Overall, our retail performance reflects a healthier business with improving trends and a more productive store base. We are not trading margin for volume. Fuel was a significant earnings contributor in the quarter. We operated through a highly volatile fuel environment and executed effectively, delivering retail cents per gallon of $47.9 and driving same-store fuel contribution up approximately 20%, while gallons were pressured early in the quarter by the weather, they improved throughout the quarter, even in a higher price environment and fuel transaction increased approximately 7% in March.

While fuel volatility was supportive this quarter for CPG, it was not the only driver of improved results. Higher fuel prices can lead smaller fill-ups, but it can also drive more frequent visits. This reinforced our strategy, being competitive to drive traffic and offering promotions like the Fueling America's Future discount fuel campaign to give dollars back to the consumer. In honor of America's 250th birthday, Fueling America's Future is now offering $2.50 off per gallon up to 20 gallons. We remain focused on delivering value as we head into the summer driving season. That brings me to loyalty.

Our Fueling America's Future campaign and Fast Rewards platform remains central to our growth strategy in trip frequency, customer engagement and basket size. Enrollment increased 98% in the first quarter compared to the same period last year with approximately 53,000 new members. Notably, almost half of new enrollees joined since the launch of the new app and $10 enrollment program in early March.

We believe that these programs are importantly in any environment, but especially in one where customers are actively looking for value. Our relaunched loyalty app on new technology platform position us to better personalize offers, improve communication and more deliberately use loyalty as traffic and retention engine, especially as we add into our 100 days of summer promotional season.

Remodels and new-to-industry locations also remain key components of our long-term growth strategy. In the first quarter, we opened 2 NTIs retail stores and 1 NTI cardlock location, and we remain on track for 3 new Dunkin' stores and 1 NTI retail store, 20 NTI cardlocks and 25 remodels in 2026.

Early performance from recent remodels has been encouraging, reinforcing our conviction that modern put forward formats can drive higher sales, stronger fuel performance and improved store level economics. On the fleet fueling side, building new cargos continue to represent one of our most attractive uses of capital given the low investment, modest labor model and compelling returns.

Before I turn it over to Gallagher, let me leave you with this. The first quarter was not driven by onetime margin event or a single metric. It reflected structural progress across fuel pricing, dealerization, cost discipline, portfolio quality and retail execution. We are not going to overstate 1 quarter, but we are encouraged by what we are seeing.

Our transformation plan has been gaining traction and promotions are driving sales and loyalty program enrollment, which is visible in our financial performance.

With that, I will turn the call over to Gallagher.

Thank you, Arie. We continue to be encouraged by the broad-based performance we are seeing across the business. In Q1, we saw improvement in retail trends, strong fuel margin execution, continued benefit from dealerization and meaningful cost discipline at both the store and corporate levels.

We remain focused on investing growth capital to drive strong returns in remodels, NTI retail stores and cardlocks. Turning to our first quarter results. Net loss of $5.6 million compared with $12.7 million for the prior year period, and adjusted EBITDA was approximately $51 million, up roughly 65% from the prior year period, as Arie mentioned.

In our Retail segment, same-store merchandising sales were down 0.5% for the quarter, while same-store merchandising sales, excluding cigarettes, increased 0.4%, representing the strongest ex-cigarette performance we have seen in 2 years, and we achieved these results even with disruptions caused by winter storms in our footprint. Merchandising margin was 33.9%, up 70 basis points from the prior year, driven by product mix and targeted customer promotions. This 70 basis points improvement in margin is on top of the 70 basis points improvement we had last year in Q1, as Arie mentioned.

On retail fuel, same-store gallons were down 3.2% year-over-year, but improved sequentially through the quarter with fuel transactions increasing approximately 7% in March year-over-year. Same-store fuel contribution increased 20% and retail cents per gallon increased by approximately $0.10 to $0.479 per gallon. That result reflects efficient pricing and strong execution in a volatile market.

As mentioned, our merchandising and fuel trends were affected by the winter storms in Q1 across our core footprint. While difficult to quantify, we estimate same-store merchandising sales volumes would have been approximately 80 basis points stronger absent weather disruptions, reflecting the underlying strength of our base business.

Similarly, we estimate the storm-related impact to total company fuel gallons was approximately 160 basis points. While we can't control the weather, we do feel the normalized performance of the business is even stronger than shown, and we expect to build on this momentum.

Turning to expenses. We remain focused on disciplined cost management across the business. Total retail site level operating expenses were down 12% at $155.9 million compared with $177.2 million for the prior year period, primarily driven by our dealerization strategy. Same-store operating expenses increased 3.3% versus Q1 2025, driven by slightly higher labor rates, utilities and higher credit card fees as retail fuel prices increased in March.

On a consolidated basis, G&A expenses were down 4% from the prior year. This is consistent with our transformation plan and reflects a leaner cost structure and tighter operating discipline that we expect to continue. In our Wholesale segment, operating income was approximately $23 million. Performance continued to benefit from dealerization and the related expansion of wholesale volume and profit contribution.

Gallons were approximately 234 million gallons. Fuel margin was $0.098 per gallon, and we continue to expect dealerization to support both earnings quality and cash flow generation over time. In our Fleet Fueling segment, operating income was approximately $12 million, an increase of 9% year-over-year from the strong margin environment. Fleet fuel margin was $0.493 per gallon, while gallons declined 3.2% and were also impacted by weather events in the quarter.

Fleet fuel remains a durable cash flow business and with around 20 cardlocks targeted in 2026, we believe that cardlock expansion continues to represent an attractive capital deployment opportunity given the return profile and modest labor model. On the balance sheet, we ended the quarter with cash of $272 million and total liquidity of approximately $1.1 billion. In Q1, we paid down $206.7 million in debt using the net proceeds from the APC IPO, with long-term debt now at $704 million, excluding lease-related financing liabilities.

On capital allocation, our priorities remain clear. We will continue to execute on dealerization, invest in retail initiatives and remodels, support NTI and high-return cardlock growth, all while we maintain balance sheet discipline and a focus on returns. Capital expenditures were approximately $31 million in the first quarter, primarily focused on growth capital as we have 17 cardlocks and 25 remodels underway. The APC IPO has improved our financial flexibility, but our framework has not changed. We are focused on the highest return opportunities across the business and on improving cash flow over time.

As we progress through 2026, we are encouraged by the momentum in the business. First quarter results reflected strong execution and improving underlying trends, particularly as the quarter progressed. While we are happy with our Q1 performance and strong start to 2026, we believe there is too much uncertainty in the market now to update our full year guidance at this point.

Looking ahead, we remain focused on continuing to execute, capturing the structural benefits of dealerization and allocating capital to deliver strong returns.

With that, I'll hand the call back to Arie.

Thank you, Gallagher. We are encouraged by the first quarter results, and our mindset remain the same. April has continued the year-to-date trends across the business. We plan to stay disciplined, keep executing and continue building on the progress we made through the end of last year and into 2026.

Operator, please open the line for questions.

[Operator Instructions] And the first question comes from the line of Bobby Griffin with Raymond James.

Congrats on some of the progress showing up in the business. Good to see. I guess, first, I wanted to maybe just touch on the dealerization aspect and now that we really are starting to see the inflection point in the operations on a consolidated basis. Does the end kind of pie of savings still look the same from a G&A standpoint that we've talked about in the past and from the SG&A standpoint? Or are you actually now kind of getting in the weeds and seeing that there might be more low-hanging fruit or more upside to some of those original estimates?

Thank you for this question. Thank you for participating. So as we mentioned before, Bobby, the transformation plan that we put together in 2024, we kept talking about a $20 million upside over there when actually -- when this transaction is actually going to take place.

So far, as you can see over here, and as we disclosed, approximately $30 million benefit already is in place given the trailing 12 months. As I mentioned, we have 75 additional locations that we are about to basically to execute. Some of them are under LOI. Some of them are under basically contracts already.

So I think the goal is really to complete that with maybe some additional others between now and the end of the year. And I think that's really the plan at the moment. If things will actually come later on and we see additional opportunities, of course, we will execute on them. That's something that we always take into account. But I think we're going to stick to our plan at the moment.

Okay. And then Arie, that puts you -- round numbers, put you call it, 1,000 stores at retail. When you get to that level, then kind of what's the go-forward, call it -- I don't know if I want to call it a plan, but the go-forward kind of initiatives. You got the remodels that are starting to accelerate. You got some of the merchandising work, you've got loyalty. So maybe help us think about once we kind of get to this 1,000 store base at retail with those additional 75 stores to go, what is the moving parts or the initiatives that will be the focus point going forward there for us to grade the business on?

Sure, sure. So first of all, what we did, like I said, going back to the transformation in 2024, when we actually put the plan together, the goal was to basically to move approximately 500-plus stores from -- basically from the retail business to the wholesale business, concentrate on areas that we are -- we have economy of scale, concentrate on areas that we can win, concentrate in areas that it's, I'll call it, more competitive for us in terms of scale, in terms of basically where we operate, concentrate on promotions. And as you can see right now, you mentioned the 1,000 stores, as you can see right now, the portfolio that we actually kept are the jewel of the jewel of the jewel when it comes to those stores.

The goal will be moving forward to continue to grow and to continue to invest in those stores. As you can see, we are basically remodeling an additional 25 stores this year. The goal will be to build MTI around those stores. And the goal will be to continue to actually to execute around those stores. I can tell you that if you think about that, the majority of the portfolio or a large portion of the portfolio is basically East Coast, Mid Atlantic states, Southeast and Southwest. And that's basically the concentration, and that's where we would like probably to continue moving forward and just build around that. There is no question about that. We are very well capitalized when it's come to it, as Gallagher mentioned, over $270 million, basically just cash on hand and we have plenty of liquidity up to $1.1 billion to continue to actually grow the business.

Go ahead, Gallagher. Sorry about that.

Very quickly. No, it's okay. And already covered it well. There's 3 big benefits we're starting to see in the business. One is operating expenses. As those stores get dealerized, it lowers operating expenses. Second is G&A. As you mentioned, we are more focused, lean organization in G&A. But the third, which I think you hit on with Arie is it focuses our investments on retail stores that are positioned to win. So whether it's remodels, merchandising initiatives, the loyalty program, the approximately 1,000 stores that are left can focus the capital on those and hopefully return very quickly to growth. We're almost there this quarter, but it really allows us to focus the investments to drive growth in those retail stores.

That's helpful. And then that's actually a dovetail into my final 2 questions. I mean on the remodels, I think we took that number up a little of what we're targeting to now do. What's -- can you share any of the early stats you're seeing as the lift from these remodels? We've talked in the past about the capital for kind of a soft remodel versus a hard remodel. So I'd imagine that's roughly about the same. But what about just the lifts now that you got maybe a little bit more data on what you're seeing?

Sure, sure. So I can just talk about the early performance from the recent remodel. Like we mentioned, we are very, very encouraged with -- it's -- of course, it's proved that the minute you actually invest in foodservice and you put food service formats forward, that drive higher sales, stronger basically fuel performance. As a matter of fact, when people come into the stores, they're actually leaving the stores and going to the pump. And it just helps us with better store level economics.

There is no question. Now the plan for 2026, which we mentioned approximately 25 stores remodeled, the whole idea is that to continue concentrating on adding food service into those stores because the minute you invest in food service and you add food service into those stores, you're bringing more traffic -- you have better customer engagement. And there is other items that are actually being attached to basically to the food service when people are actually coming to the store.

So that's really going to be the goal moving forward to make sure that in all of those stores that we are touching right now and we are remodeling right now, we're going to be adding food service. In addition to all of those promotions that we mentioned earlier, I mean, all of those promotions are very, very, very beneficial for us, especially in this environment when fuel prices are actually going up. All of those promotions attached to [indiscernible], for example, when you purchase food, we talked about filling America. Think about it, Bobby. When you buy 2 Gatorade right now and get $0.50 per gallon, in this environment, you're talking about $10 off when you purchase 20 gallons over here. This is really, really important. So again, all of those things will be very beneficial for us into 2026.

And I'm going to try to pin you down a little more. But on -- so basically, when you remodel a store, you put in the fast grades and that stuff you're working on, you see a lift in merchandise same-store merchandise sales as well as same-store merchandise gallons?

I'll jump in on that one. Yes. The first ones we did last year, we saw about 12% increase in merchandising sales overall and 14% in gallons versus the pre period. Some categories were up 20%, 30%.

So we continue to see really good results, which is why we're accelerating the program. Every store is different. The level of remodels are different, but we're very happy with what we're seeing, which is why we're trying to do even more.

And one more thing, Bobby, one more thing since you got me excited about that. When we talk about food service, it's not just the word food service. It's also to make sure that we have delicious value meal. I mean we launched in Q1, we launched meals at $3, $4, $5, $6. I mean think about it. You come to our stores in the afternoon to buy a chicken sandwich and a drink for $5.

I mean you can actually come to our stores and buy a drink like coffee or cold drink and a sandwich, breakfast sandwich for $4. So those are very, very important components. It's not just to add food service, it's also to make sure that you actually bring value to the consumers.

The next question comes from the line of Daniel Gugliomo with Capital One Securities.

Broader consumer trends have been mixed in this kind of complex macro environment. Can you just dig in a little more into your retail customer trends? Are you seeing strength in certain regions? And do you have any additional insights on April trends?

Sure, sure. So let me start with the first one about consumer, basically trend. So I'm putting the weather aside for a second, I can tell you that before the volatility in price and gas prices, January started very, very strong. Sales excluding cigarettes, were basically above 5% and then, of course, we got impacted by the weather. And then going into March, with the volatility of fuel pricing, we actually see customers' trips actually increasing because of that, just because the price of fuel is up. And customer trips are up. We see basically increasing penetration inside the stores because customers are coming more often because of that. And that brings me to basically the consumer and Fueling America promotions and all of the promotional activities that we are doing over here when it comes to cigarettes and OTP and everything.

I mean I mentioned earlier today that cigarettes trends are actually up. I believe this is the first time for a long period of time that cigarettes actually trends are up. Cigarette trends are actually down. So I believe the promotional activity, Daniel, that we are actually having over here in our stores, along with all of the other promotions that we are doing actually bring traffic. And for me, traffic means that we are grabbing market share from somewhere else.

The same thing goes to fuel. We mentioned that, that fuel for -- this is like first time for a long period of time, we've been trending even a little bit better than basically the OPIS average. So again, I just think that, that's a mix of all of the other things and all of the initiatives that we are doing in the stores to bring those customers in while everybody feels the pressure.

Dan, let me just jump in a little bit. And the customers are under pressure. And I think we are having to take action to keep that traffic up, if I mentioned, provide promotions to provide discounts that they can get in the store and using fuel. But you do see, especially as gas retail price elevates, we need to differentiate, and we're continuing to put our promotions out there that will continue to drive the traffic.

Hopefully, in-store and with fuel through Fueling America. And we had some really strong pockets of geography. We did have that weather noise, but some Indiana, Kentucky, parts of Ohio were very strong. Our Southeast continues to be very strong. And some of what we call our [ Texarkana ] regions, which is Arkansas, Louisiana, are also continuing to be performing. So we had a lot of very positive parts of the country and some that are a little more sluggish. But like I said, we're taking action now and not waiting on the customer. We're trying to drive value for them. They continue to bring their trips, both gallon and merchandise to [indiscernible]

That's great. I really appreciate all that color. That's really helpful. And just as, I guess, a follow-up to that, can you talk about how the dealers have been able to navigate this complex environment? I know they're kind of smaller entrepreneurs with less resources. So I'm curious if they've seen more headwinds in their businesses this year.

There is no question that those dealers are having the same challenge like everybody else. But remember, the environment that we are living with that almost 65%, 70% of the stores in America are operated by -- basically by those dealers. So I think all of those guys are just basically in the same boat. And when price goes up and we see volatility, there is no question that they're probably going to have a little of a decline in gallons, but that's going to be offset by an increase in CPG.

So that's the way they're managing the business, and this is the way they've been managing the business for the last probably 50 years. But there is no question, Daniel, that prices of fuel have to come down at some point. We saw that for the past -- we are here for a public company for the past 5 years. I've been around the block for over 20 years. It's a cycle. It's a cycle and we -- at some point, the price will come down and consumers and basically and those dealers are going to continue to drive gallon and drive sales as they have before.

This concludes the question-and-answer session. I'd like to turn the call back over to Arie Kotler for closing remarks.

Thank you, everyone, for participating this morning. It was a great talking to you guys, and hope to see you in our stores. Have a great morning.

This concludes today's conference. You may disconnect your lines at this time, and we thank you for your participation.

Greetings, and welcome to the ARKO Corp. Fourth Quarter 2025 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Jordan Mann, Senior Vice President of Investor Relations. Thank you. You may begin.

Thank you. Good afternoon, and welcome to ARKO's Fourth Quarter and Full Year 2025 Earnings Conference Call and Webcast. On today's call are Arie Kotler, Chairman, President and Chief Executive Officer; and Galagher Jeff, Chief Financial Officer.

Our earnings press release and annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC are available on ARKO's website at www.arkocorp.com.

During our call today, unless otherwise stated, management will compare results to the same period in 2024. Before we begin, please note that all fourth quarter 2025 financial information is unaudited.

During this call, management may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Please review the forward-looking and cautionary statements section at the end of our fourth quarter and full year 2025 earnings press release for various factors that could cause actual results to differ materially from forward-looking statements made during our call today. Any forward-looking statements made during this call reflect our current views with respect to future events, and ARKO is under no obligation to update or revise forward-looking statements made on this call, whether as a result of new information, future events or otherwise, except as required by law.

On this call, management will share operating results on both a GAAP and a non-GAAP basis. Descriptions of those non-GAAP financial measures that we use, such as adjusted EBITDA and reconciliations of these measures to our results as reported in accordance with GAAP are detailed in our earnings press release or in our annual report on Form 10-K for the year ended December 31, 2025. Additionally, management will share profit measures for our individual business segments, along with fuel contribution, which is calculated as fuel revenue less fuel costs and exclude intercompany charges by our GPMP segment.

And now I would like to turn the call over to Arie.

Thank you, and good afternoon, everyone. 2025 was a pivotal year for ARKO. We continued to execute on our transformation plan, fortified our foundation and sharpened our focus. We continue to optimize our retail footprint. We improved our cost structure and we positioned the company for continued accretive growth across our 4 segments in 2026.

Our strong fourth quarter results reflected that progress. Adjusted EBITDA grew 16% year-over-year to $66 million. Same-store merchandise sales trends improved and margin expanded 140 basis points to 34.4%. Retail sites operating expenses were down 16% compared to the prior year period, and retail fuel same-store gallon trends improved as we exited the year with higher CPG. Let me be clear, these improvements are not to be viewed as driven by the macro environment. The consumer is still cautious. They're still value focused. What you're seeing is execution across dealerization, remodels, NTI retail stores, food service and loyalty. We are running a better business, and the results reflect that.

Earlier this month, we closed the IPO of our subsidiary, ARKO Petroleum Corp., or APC. We issued approximately 11.1 million Class A shares at a price to the public of $18 per share, and we own 35 million Class B shares, currently representing 75.9% of the economic interest in APC. This was a major milestone. This listing shine a spotlight on what has become a large, growing and highly profitable wholesale fuel distribution and fleet fuel business. We've consolidated our wholesale, Fleet Fueling and GPMP segments under the separately listed subsidiary. The result is greater transparency, clearer economics and what we believe is meaningfully unlocked value for shareholders.

Until 2020, we were a pure-play retail operator. Over the years, through acquisition, we built a large wholesale and Fleet Fueling platform. These assets have been strong. However, they complicated understanding our overall story. Our creation of APC allows both the retail business and the wholesale and Fleet Fueling businesses to stand on their own. We issued $200 million of new equity in the IPO to quality investors. Those proceeds were applied to reduce debt. Our balance sheet is stronger, our flexibility is greater. We're positioned to execute.

So what does post-transaction ARKO 2.0 look like? A core stronger retail business concentrated in markets where we believe we are positioned to win, a stand-alone publicly traded wholesale and Fleet Fueling business with an anticipated high conversion from adjusted EBITDA to discretionary cash flow. A conservative balance sheet, strong cash position, ample liquidity at a very attractive cost of capital and continued access to the capital markets, and a structure that offers investors greater visibility into each business and allows the market to value each business on its own merits. This is not just a structural change. It's a strategic inflection point. We now have 2 public companies, clear capital allocation and a better ability to focus on what we can control in retail while working to drive consistent returns across both ARKO and APC.

Here is the opportunity in APC. APC is one of the largest fuel distributor in North America, over 2 billion gallons distributed in the last 12 months. And yet, we have roughly only 1% market share, 1% in a highly fragmented industry. The runway for growth is substantial. We see strategic accretive opportunities to expand this platform, and we believe APC will be a key growth engine for ARKO going forward.

Now let's talk about dealerization. This remains one of the most important levers in our transformation plan. As of year-end, we had completed 409 conversions. We have approximately 120 additional sites committed either under letter of intent, under contract or already converted since year-end, and we expect to complete those plus additional conversion by the end of 2026. This realization strategy is delivering exactly what we said it would, reducing fixed costs, reducing maintenance CapEx, improving cash flow, and creating a more focused and regionally concentrated retail base.

The Q4 results validate the strategy. The operating leverage is real. The cost improvements are showing up. We are now seeing tangible benefits from stores converted in the last 12 months as reflected by a more than $5 million benefit to operating income in the fourth quarter before G&A savings. Bottom line, dealerization has sharpened our focus, improved execution, and it's now flowing through to financial performance.

Turning to loyalty. Our fas REWARDS platform and Fueling America's Future campaign continue to central to how we drive enrollment, engagement, trip frequency and basket size. In Q4, loyalty members outperformed across the board with enrolled members spend more than 48% higher than non-enrolled members. Loyalty customers also made 51% more trips to our stores than non-enrolled customers. Through 2025, since Fueling America went live, average daily enrollment is up 38%. This is consistent with what we said all along, loyalty is not just a promotional tool. It's a margin driver, a traffic driver and a retention engine.

In 2026, we're working on accelerating enrollment and launching a new version of the app with enhanced personalization and vendor-supported benefits. Loyalty remains underpenetrated across our network. We see significant runway ahead.

Now to remodels. We're very encouraged by the early results from our food-forward remodel program. In Ashland, Virginia, our first remodel reopened in June 2025. In the first 6 months, on an average daily basis, sales grew 14%, gallons grew 12%, average daily sales more than doubled in 4 different categories, and the stores outperformed its pre-remodel period across 20 different categories.

In Mechanicsville, our newly remodeled store opened later in 2025 and through year-end, sales improved over 10%, gallons have grown over 20%. And post remodel, the store has grown in 15 categories and doubled in 2 categories. We're targeting double-digit returns on remodels and early performance is tracking at or above those targets. Additionally, we are in the planning stages for approximately 25 remodels, which will feature the fas craves food and beverage elements. We're also expanding food and beverage in non-remodel stores where space allows. Food penetration across our network of stores is growing. Every project is measured on ROI and food is the differentiator.

Now to NTI retail stores, our new-to-industry stores. These are purpose-built newly designed stores, the blueprint for our future. We opened 2 NTI retail stores in 2025 and a Dunkin' store, one more NTI retail store earlier this quarter and another one earlier this week. One more NTI retail store and 3 Dunkin' stores are to be added later this year. We're targeting double-digit returns and the 2 we opened in 2025 are already ahead of plan. These are high visibility locations with simplified operations and food forward layouts.

On capital allocation, our priorities for 2026 are clear. We plan to further scale high-return remodels, expand NTI retail stores selectively and invest in NTI cardlock location in our Fleet Fueling business. This NTI cardlock location typically generate attractive mid- to high-teens returns with minimal labor, while the cost to build is only $1 million to $2 million. We are targeting 20 NTI cardlock locations this year in our investment CapEx plans and have already identified and are working on 10 of these NTI cardlock locations.

On the macro environment and Q1 2026 trends, the consumer is still value focused. People are making deliberate choices. Baskets are being won through relevance, promotions and convenience. We picked up market share in every nicotine category in 2025. OTP for the year was up 4% and energy drinks were up 8%. Trends improved through the back half of 2025. We built momentum in Q4, and that momentum has carried into 2026.

In January and so far in February 2026, we saw mid-single-digit growth in same-store merchandise sales and positive same-store gallons growth before winter storms at the end of January and the beginning of February created some disruption. We're not going to overextrapolate from early data, but directionally, trends are improving versus where we were in early 2025.

Bottom line, we believe that we have a lot of growth ahead of us with a strong balance sheet and ample liquidity to execute our strategy.

Before ending the call off, I want to address an important leadership update. In December, we welcomed Galagher Jeff as our new CFO. Galagher brings deep retail experience and importantly, deep expertise in convenience and fuel sector. He held senior roles at Walmart and Dollar Tree, and Galagher was most recently CFO at Murphy USA.

I also want to thank Jordan Mann for stepping in as interim CFO and supporting the transition. With Galagher now leading the finance team at ARKO, Jordan served as CFO of APC while continuing as ARKO's Senior VP of Corporate Strategy, Capital Markets and Investor Relations. We're excited about the leadership team we assembled and what Galagher brings to ARKO at this pivotal time.

With that, I will turn it over to Galagher to walk through our financial results and outlook.

Thank you, Arie, and good afternoon, everyone. I am grateful to be here at ARKO and excited to work alongside Arie and this entire leadership team. In my short time here, it's become quickly evident to me what an immense opportunity we have to scale the ARKO platform and dramatically enhance the growth and financial performance of this company.

First, I want to thank and recognize the team. I've been impressed by the dedication, the talent and the operational discipline in the field and at the support center. There's a strong foundation here that will take us forward. Second, I'm encouraged by what I'm seeing in the stores. We are improving our stores, and it is showing. Our trends improved as we exited 2025, and we continue to see momentum into early 2026, even with some weather disruption. Third, and this stands out to me. It's a level of analytics and rigor in decision-making, particularly around capital deployment and evaluating returns on every dollar we spend. That discipline is critical as we focus on the highest return levers in the business. Overall, I believe ARKO is entering an important phase. The work to simplify, reposition and strengthen the company through transformation is largely behind us. Now it's about translating that into consistent growth and improved financial performance.

With that, let me walk through our fourth quarter and full year results and then discuss the outlook. Turning to our fourth quarter and full year 2025 results. Net income was $1.9 million for the quarter, reversing a net loss of $2.3 million for the prior year. Adjusted EBITDA was $55.7 million for the quarter compared to $56.8 million for the prior year, an increase of 16%, reflecting the results of our transformation efforts that we are improving merchandising margins, generating strong fuel performance, streamlining our business through dealerization and building significant expense discipline across the organization.

For our Retail segment, we delivered merchandising margin of 34.4%, an increase of 140 basis points versus the prior year. Same-store merchandise sales were down 3% for the quarter and down 4.1% for fiscal year 2025. And same-store merchandising sales, excluding cigarettes, were down 1.8% for the quarter and 2.7% for the full year. As Arie mentioned, our merchandising sales trends strengthened over the course of Q4, and that momentum has carried us into early 2026.

Retail fuel same-store gallons also improved in Q4 and were down 4.1% for the quarter and down 5.4% in fiscal year 2025 versus the prior year period. Retail fuel margin cents per gallon improved in Q4 to approximately $0.445, reflecting disciplined pricing in a relatively volatile environment. We remain focused on operating expenses. For the fourth quarter of 2025, site operating expenses decreased by $29.5 million or 15.7% compared to the prior year period, primarily due to $31.1 million of reduced expenses related to retail stores that were closed or converted to dealer locations. Same-store operating expenses were nearly flat, up 0.6% as tight labor management and cost discipline in stores mostly offset increases in rent and wage rates.

Turning to our Wholesale segment. Wholesale fuel contribution increased 8% to $24 million in the quarter compared to $22.3 million in Q4 of 2024. Wholesale gallons also increased by 4% to 249 million gallons and fuel margin was approximately $0.097 per gallon for Q4. For the full year 2025, wholesale generated $94.5 million of contribution, a 5% increase from $90.4 million last year, with total gallons increasing 4% to $989 million and fuel margin cents per gallon of approximately $0.096.

Moving to Fleet Fueling segment. Fleet Fueling fuel contribution was $15.9 million for the quarter compared to $16.3 million last year. Fleet fueling gallons totaled 34.9 million gallons compared to 36.1 million gallons and margin was $0.456 per gallon. For the full year, Fleet Fueling generated $65.7 million of fuel contribution on 142.8 million gallons with a margin of $0.46 per gallon. This compares to $64.3 million of fuel contribution on 149 million gallons last year. Fleet Fueling margins remain strong and continue to reflect the durable cash flow profile of this business.

Adjusted EBITDA for the year was $248.7 million, flat to the $248.9 million in 2024. While top line performance remained pressured, structural improvements in margin and strong cost control helped offset volume headwinds. Net income was $22.7 million for 2025 as compared to $20.8 million for 2024. We are seeing results from the execution of our strategy and our performance in nearly every area strengthened as we finished the year.

Merchandising margin was 33.7%, up 90 basis points year-over-year. Same-store retail operating expenses remained flat for 2025 versus 2024 with our productivity initiatives and lower credit card fees overcoming headwinds with wage increases, expanded food programs, higher maintenance costs and higher snow removal expenses. Merchandise same-store sales were down 4.1% for the year, and retail fuel same-store gallons were down 5.4% for fiscal year 2025, but both improved as we entered and exited Q4.

Looking to the balance sheet. We finished 2025 with $305 million in cash, and our balance sheet remains strong. Following the successful IPO of ARKO Petroleum Corp., we received approximately $184 million in net proceeds, which we used to reduce debt and enhance liquidity. The transaction positions us with a stronger capital structure and greater financial flexibility to execute our strategy as we enter 2026.

Regarding capital allocation, we remain disciplined and focused on high-return investments, including dealerization execution, retail remodel expansion, retail NTI development, technology and analytics, and cardlock growth in our fleet platform. We remain comfortable with our leverage ratio and have more than enough cash and liquidity to deliver our strategy and continue to build momentum with our capital initiatives mentioned above.

Turning to 2026 guidance. We currently expect 2026 adjusted EBITDA to range between $245 million and $265 million, with an assumed range of average retail fuel margin from $0.415 to $0.435 per gallon. For sensitivity purposes, every $0.01 change in retail same-store CPG is estimated to result in $8 million to $9 million of adjusted EBITDA. We believe 2026 same-store retail sales will be relatively flat and will improve several hundred basis points versus our 2025 results. We are planning same-store margin between 35.5% and 36.5%, also an increase versus 2025.

As stated in ARKO Petroleum Corp. prospectus, we expect our APC business to deliver approximately $156 million in adjusted EBITDA in 2026. As a reminder, APC includes the results from our wholesale, Fleet Fueling and GPMP segments, including a $0.06 fuel margin on fuel distributed by our GPMP segment to our retail stores. Our estimated gallons for the forecast period include an assumption that we will add an additional 50 million gallons in volume for the year ending December 31, 2026, as a result of our acquisitions from third parties of businesses or assets in our Wholesale segment, offsetting an estimated decline in gallons from comparable wholesale sites consistent with historical trends.

Finally, we will continue to manage all of our controllable costs in both stores and in our office. ARKO will be a low-cost operator.

To summarize, we are executing our transformation strategy, and it is working. So we fully expect to continue to show momentum and improve our performance in nearly every key metric in 2026.

With that, I'll hand the call back to the operator to begin Q&A.

[Operator Instructions] Our first question comes from the line of Bobby Griffin with Raymond James.

Arie and team, I guess the first one for me is maybe on the merchandise sales for retail. Your guidance includes some notable improvement here further in '26. We're getting towards the later innings of the dealerization program. So can you maybe unpack some of the drivers of the further improvement? Is there more contribution coming from remodels? Just anything there to help us kind of get visibility into the confidence of that versus some of the trends we see here in 4Q?

Good to have you with us over here. So I think that the first thing is, of course, execution and our marketing initiative. As I mentioned, we started with a Fueling America campaign back in the end of Q1 2025. And given that customers are looking for value, as we continue to move forward with this campaign, we saw an increase in loyalty transaction. We saw an increase in loyalty enrollment. And those draws, of course, customers to the core categories. That's the reason if you think about that, you saw a huge improvement.

We actually gained market share in almost every nicotine item in the category. OTP was up 4%. Energy drink was up 8%. And if you think about it, those categories are high-margin categories. So we believe that all of the marketing initiatives that we had during the year, as we continue to basically to improve our initiative and improve those categories, I think that's what actually drove the margin increase in customer engagement within the stores.

There's no question that food service help us as well. There is no question that every time when we remodel a store or build additional NTI that are actually progressing above our expectation, there is no question that those things drive directly to the bottom line. But it's not just one item. It's every little thing that we did this year. And as I said, most of it is really engagement through our loyalty program. And I think customers keep coming because of those -- basically those promotions that we are actually putting out there.

We just upped our promotions from $2 per gallon to $2.50 per gallon, given the 250 years American birthday this year. So now customers can actually save up to $50 for every 20 gallons that they are being -- they're actually buying. So again, we believe those initiatives are the ones that drove basically sales or at least drove margins inside the store. And as you mentioned, I believe that given that the cost of fuel dropped during Q4 and was actually at the $2.50, I actually feel that because of that customers coming more often to the store.

Okay. Very good. Maybe switching gears and talking about the remodels some. I don't want to extrapolate out early results from only a few stores, but it does seem like the trends are promising. Can you explain a little bit on what's the cost of capital for that remodel? And then it seems from the release, maybe there's an opportunity for kind of a partial redesign where you talk about taking some of the fas craves food, formatting change and taking a few of those and putting them into other stores, but maybe not a full remodel. So can you talk a little bit about the capital of that type of remodel and what ultimately the opportunity could be?

Sure, sure. So as you can assume, the first couple of remodels that we did, it was a major remodel. It wasn't only the food, it was the entire store from the outside to the inside, curb appeal, adding some space to the stores. So those are the first remodels that we did. And the cost of a typical remodel like this is approximately $1 million, around $1 million -- between $900,000 to $1.1 million, but let's call it $1 million. There is no question that many of the other stores can go through a soft remodel, just adding the fas craves. And as a matter of fact, if those 25 locations that we are working on, we're really price engineering everything right now how to reduce costs. There is a big difference between working on a couple of stores versus working on 25 stores at the same time. But I believe at the end of the day, we can go to a soft remodel that will cost us around $0.5 million or so, something between, as I said, $400,000 to $700,000 is probably a good number to speak.

Okay. That's helpful. And I guess, Arie or whoever on the team, when you kind of look at your retail base that you're going to own post the dealerization, I understand that you've given us some targets, but there's also some more. What size or what percentage of the stores post all this dealerization that you're going to own, do you think need a remodel of some sort?

I don't have the percentage, Bobby. I think that most of the stores that we are actually keeping have less capital intense in terms of what they need. I think those remodels, it's really not about just a [ curb appeal ]. It's really how do we add food service like fas craves into those stores. And if it's not food service, what are the other categories that we can actually improve or actually we can add to the stores. So I think the business itself, the stores that we are keeping are -- many of them are stores that money was invested over the years. So I don't think it's really a question of capital. It's really a question of what do we want to drive from these stores. And as I said, foodservice is being one of the biggest initiatives over here. So we are concentrating on stores right now that may not need a remodel, but we're probably going to just invest money in foodservice. Any place that we will be able to add fas craves regardless of the remodel, we will add actually fas craves into those stores. And there are plenty of them.

Just to build on that a little bit, Bobby, to your question before, from the remodels, we're also trying to understand which elements of those remodels are working and driving results. So like Arie said, there's a lot of stores with some space, and we can take a low-cost approach to add the right assortment, add the right elements in those stores that don't require full remodel and so we get a lot of the benefits. So it's not a high capital expense. It's really trying to find the right elements that customers are responding to, mostly around the fas craves and the food and getting those into more stores.

Understood. I'll jump back in the queue. Best of luck here on the first quarter and congrats on the announcement about your APC business.

Our next question comes from the line of Daniel Guglielmo with Capital One Securities.

In your opening remarks, you mentioned a still cautious consumer. And then in the prior quarter call, you highlighted the Midwest and other select markets as under pressure with other regions being healthier. Are you still seeing that pressure in the Midwest? Or is it more kind of broad-based now? Any additional color would be helpful.

I think the pressure in the Midwest continue to be probably the main pressure. I think I see some ease in the rest of the country. And that's going back, Daniel, by the way, to the point I made earlier, which is the minute the price of fuel broke $2.50 or went below the $2.50, we saw all of a sudden, customers coming more often to the store. We see an increase in basically in gallons. We see an increase in transaction, in baskets. So I really think that -- I'm not an economist, but I think that given the price of fuel dropped below $2.50, I think that, that is some of the spending with our customers. So I don't think anything changed from, I'll call it, from a region standpoint or from what I discussed earlier in the year. I just think that the initiatives and the promotions that we have out there are just screaming to the customers. And I think that the customers are coming in and taking advantage of those promotions.

Okay. I appreciate that, and that makes sense. And then on the initiatives and the promotions I saw, you all put out the $3, $4, $5, $6 value meal deals. Do those meals at those prices drive merchandise margin expansion on their own? Or is it more of a way to kind of get customers in the door to increase basket size, do other things?

Yes. That's a good question, Daniel. So just to be clear, those promotions are being 100% supported by our vendors. So this is not promotions in order just to drive customers and actually lower margins. Our margins stay the same. Those promotions are being supported by our vendor partners. But there is no question that when you have those promotions that involve foodservice, those promotions not only bringing customers in, they're actually driving the rest of the categories, which is OTP, for example, candy, energy drinks. So I think those promotions just continue to gain momentum with the other categories.

And like I said, those promotions bring customers, those customers turning to buy higher-margin core category items. And the more they come in and concentrate on the core categories, cigarettes becoming a much smaller piece of the business. So it's much more a small piece of the pie of what the customers are purchasing within our stores. But Daniel, I just want to be clear. This is all hard work by the team. The merchandising and marketing team thinking every day how we can actually be different than the competition across the street and how we can bring customers in. So that's a lot of work. I want to be just clear. That's a lot of work being put into this with loyalty, with food service. And that's what drove the results in Q4, as you can see. And that's, I believe, what drove basically sales in Q1 so far.

Our next question comes from the line of Hale Holden with Barclays.

So I had 2 quick questions. The first one is on the APC side of the business. If you could sort of talk about what the M&A opportunity is there now that you have a separate currency and balance sheet to expand into fuel distribution?

Sure, sure, sure. So I don't know how much -- I'm sure that some of you knows how big is the industry. We're talking right now about a wholesale business, a fleet business within an industry of over 195 billion gallons. And I mentioned it on the call, we only sell 2 billion gallons. It's a lot. We are one of the largest ones in the country, but it's only 1% of the industry. We believe with APC, with our -- basically with our capital that is available at a very low cost. We have over $635 million available for acquisition. Our leverage is very, very low. And I think we have the track record of doing acquisition. We did 26 acquisitions involved retail over the past 11 years. And I think in this fragmented industry, which is much more fragmented industry than the industry that we saw in retail, I believe that we're going to be able to gain a lot of momentum over here.

In addition to that, we are one of the largest cardlock operator in the country, that's the fleet business. And this is an industry that is also fragmented. We have -- we're targeting 20 new cardlocks in 2026. We already identified 10 of them. To build the cardlock, it's not expensive. It's around $1 million to $2 million, and we're targeting mid- to high teens returns. So again, we believe that the opportunity is now when we have APC on its own, we believe that -- that's going to be a big, big opportunity for us to continue to do accretive acquisitions moving forward.

Great. And then just kind of a dumb accounting question, but you gave us the EBITDA guidance for the company and then the EBITDA guidance for APC that was in the S-1. Am I right in just implying that the retail business EBITDA is about $100 million for 2026?

Hale, this is Galagher. There is some elimination there for the intercompany sales. So you can't just 1 plus 1 equals 2. So part of the wholesale business sells into our retail stores, we do eliminate that as a transfer. So it's not exactly that simple. We do break down the segments in the release, so you can compare the segments and build the model. So we're also going to be a lot more transparent as you would expect with APC going forward. So shortly, we'll be providing separate information and releases for those.

I figured it was not as simple as it was in my head, so I appreciate that.

We're happy to help if you need help.

We have reached the end of the question-and-answer session. And therefore, I'd like to hand it back over to -- the floor to Arie Kotler for closing remarks.

Thank you, operator. Before we disconnect here, I want to speak directly to our employees. The great results we discussed today are a testament to your hard work and resilience. Your dedication and commitment drive our progress every day, and we are deeply grateful for everything you do to support our mission and serve our customers. Thank you for your efforts and for being the foundation of our continued success.

To our shareholders, thank you for your trust and partnership. Your continued support enables us to pursue our strategic goals and deliver value across our businesses. We are committed to maintaining transparency and working diligently to meet your expectations as we move forward together. As we head into 2026, our financial position remains robust, and our commitment to expanding through value-enhancing acquisition is stronger than ever. We appreciate your time. Have a great evening, everybody.

Thank you. This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation. Have a great day.

Greetings, and welcome to the Arko Corp. Third Quarter 2025 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded.

It is now my pleasure to introduce Ashleigh McDermott, Vice President, Financial Reporting. Please go ahead.

Thank you. Good afternoon, and welcome to Arko's Third Quarter 2025 Earnings Conference Call and Webcast. On today's call are Arie Kotler, Chairman, President and Chief Executive Officer; and Jordan Mann, Interim Chief Financial Officer and Senior Vice President of Corporate Strategy, Capital Markets and Investor Relations.

Our earnings press release and quarterly report on Form 10-Q for the third quarter of 2025 as filed with the SEC are available on Arko's website at www.arkocorp.com. During our call today, unless otherwise stated, management will compare results to the same period in 2024. Before we begin, please note that all third quarter 2025 financial information is unaudited.

During this call, management may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Please review the forward-looking and cautionary statements section at the end of our third quarter 2025 earnings release for various factors that could cause actual results to differ materially from forward-looking statements made during our call today. Any forward-looking statements made during this call reflect our current views with respect to future events, and Arko is under no obligation to update or revise forward-looking statements made on this call, whether as a result of new information, future events or otherwise, except as required by law.

On this call, management will share operating results on both a GAAP and a non-GAAP basis. Descriptions of those non-GAAP financial measures that we use, such as adjusted EBITDA and reconciliations of these measures to our results as reported in accordance with GAAP are detailed in our earnings release or in our quarterly report on Form 10-Q for the quarter ended September 30, 2025.

Additionally, management will share profit measures for our individual business segments along with fuel contribution, which is calculated as fuel revenue less fuel costs and exclude intercompany charges by our subsidiary, GPMP.

And now I would like to turn the call over to Arie.

Thank you, Ashleigh, and thank you all for joining. Our team delivered a strong quarter of execution, staying disciplined and focusing on what we can control. Stepping back, we're operating in an environment where consumers are still feeling stress as reflected in consumer sentiment data throughout this year. This has resulted in more deliberate shopping behavior, greater price sensitivity and increased reliance on loyalty-driven offers. These dynamics are consistent with what we're hearing across the industry, and they're shaping how we approach promotions and value across our business.

It's important to recognize that consumer behavior is not uniform across our footprint. We're seeing healthier trends in the Northeast, Southeast and Mid-Atlantic, while in the Midwest and other select markets remain under pressure, reflecting broader regional differences in household budgets and fuel demand. Industry feedback suggests these patterns are consistent across the channel, particularly in rural markets where store traffic remains under pressure.

Despite these headwinds, we are executing on our controllable to ensure our long-term opportunities remain intact. Our same-store sales, excluding cigarettes for the quarter, was nearly flat, representing the best comp performance we've seen in the last 18 months. We continue to believe Arko's transformation plan will make our business stronger, more efficient and better aligned with consumer trends.

Now, I will provide an update on the core elements of our transformation plan, beginning with dealerization. Dealerization continued to be one of the most meaningful drivers of our plan. Since the middle of 2024, we've converted approximately 350 stores as of September 30, 2025, with an aggregate of approximately 185 additional sites committed for future conversion, which are currently under a letter of intent or contract or have been converted since the end of the quarter.

The early performance from locations that transitioned 6 or more months ago continues to meet our expectations and validates the benefits of this approach, both in reduced overhead and improved operating efficiency. Beyond these initial stores dealerized or under letter of intent or contract, we see an additional opportunity to round out our dealerization strategy in 2026 with a meaningful number of conversions to come.

As we have stated before, once fully scaled, we expect this program to deliver a cumulative annualized operating income benefit of more than $20 million before G&A. As our dealerization efforts continue, we have identified more than $10 million in expected annual structural G&A savings with the opportunity for additional upside. As we continue to execute the dealerization program, we expect the benefits will increase and be fully reflected in our financial performance and free cash flow generation moving forward, particularly given the savings from maintenance CapEx. Dealerization remain central to how we plan to drive more consistent returns and long-term value creation for shareholders.

Our Fueling America's Future campaign and fas REWARDS loyalty platform continue to play a central role in deepening customer relationships and driving engagement in our retail stores. These programs not only help us stay relevant with consumers who are seeking more value in every trip they drive incrementally and provide a valuable lever, which we believe can improve same-store sales performance over time.

Average daily loyalty enrollment for our fas REWARDS program grew 37% in the quarter and 43% from the beginning of the promotion compared to the average daily loyalty enrollment prior to the campaign. During the quarter, we saw continued fas REWARDS members growth, adding nearly 35,000 new enrollees to reach approximately 2.4 million total enrolled members at quarter end. Our enrolled customers spend approximately $110 per month or 53% more compared to nonmembers and pump-to-store conversion is at 55% of visit year-to-date for enrolled members. This engagement metrics reinforce the value of the program and highlight the behavior differences that make fas REWARDS a key contributor to in-store performance.

As consumers remain increasingly value conscious, our loyalty program meets their demand for everyday savings and convenience while reinforcing Arko's relevance at the pump and in-store.

Fueling America's Future remain an ongoing part of our value strategy into 2026. While we've seen continued growth in loyalty engagement, we also recognize that total program penetration is still developing, creating a runway for future growth. To build on this momentum, we plan to launch a new version of our app by the end of first quarter of 2026. This platform will introduce enhanced technology and new benefits, including improved reporting, personalization, gamification and geofencing capabilities, just to name a few, that we expect will deepen customer engagement and drive incremental traffic.

Our investments in other tobacco products and refreshed back bar layout also continue to drive positive results. Our OTP basket grew by approximately 16% compared to the same quarter last year. OTP same-store sales were up 6.6% as compared to the same quarter of last year, along with a margin rate increase of more than 300 basis points.

Our redesigned back bars deliver better product visibility and more modern presentation and stronger promotions. This initiative is a key highlight in our merchandising strategy. It's driving incremental traffic, higher margins and improved category mix while allowing us to compete more effectively in a value-conscious environment.

During the quarter, we made steady progress on our store remodel program. Our first remodel location reopened earlier this year. One additional location opened in early August 2025 and a third location is planned for the fourth quarter of 2025 with several more that are moving through permitting and construction phases and are planned to open in the first half of 2026. While only 2 of our new format stores are complete and operating, we are pleased with the results thus far.

The growth we are experiencing by category in these stores has been as planned and has continued to improve. These new format stores are built around a food-forward model that emphasize old, grab-and-go breakfast, lunch and snacking, bakery, pizza and an expanded dispensed hot, cold and frozen beverages assortment, all supported by improved layout and a better overall customer experience.

Turning to our new-to-industry stores. We continue to expand our presence through select and targeted opportunities. We opened a Dunkin' store and 2 new-to-industry stores so far this year and have begun working on 3 more NTI stores, of which 2 are targeted to open in the fourth quarter of 2025. Our latest NTI location in Kingston, North Carolina exceeded our plan for the quarter with food and beverage contributing 23% of merchandise sales, which is multiples higher than the food and beverage contribution of our same-store network. These investments are focused on high-traffic, high-visibility sites where we can introduce the full Arko offering from fresh food to fuel and loyalty-driven promotions supported by a modern, scalable design.

Turning to fuel performance. Our results reflected broader industry demand trends this quarter. Our disciplined pricing strategy and network optimization drove strong per gallon margin performance, allowing us to deliver solid fuel contribution even as gallons modestly declined. The quarter ended with same-store gallons trend better than Q2, with September performance improving from August. Our approach remains consistent, prioritize profitability over volume and leverage our scale to capture opportunity when market conditions allow.

As the dealerization rollout continues, we're also seeing the benefits of our more diversified and stable fuel contribution base across our retail, wholesale and fleet fueling channels. Our wholesale and fleet fueling businesses remain strong contributors and key growth engines for Arko. Dealerization-driven site conversion has expanded our wholesale footprint, driving mid- to high single-digit growth in wholesale fuel contribution.

The fuel distribution industry is highly fragmented, providing ample opportunity for acquisition given our size and scale. In fleet fueling, disciplined customer management and pricing supported stable margins and consistent volumes even amid softer industry fuel demand. Looking ahead, we're advancing a number of new cardlock locations for 2026, reflecting the attractive recurring cash flow profile of this business and its growing role in Arko's long-term strategy.

We continue to see compelling value in our common stock and repurchased approximately 935,000 shares in the third quarter. We have the flexibility to continue investing in our highest return opportunities, dealerization, remodels and strategic growth in wholesale and fleet fueling while maintaining a balanced approach to shareholder returns.

Our priorities are clear; strengthening the balance sheet, execute on our transformation plan and drive sustainable long-term value creation.

I will now turn the call over to Jordan to review financial results for the third quarter and discuss our outlook for the fourth quarter and full year 2025.

Thank you, Arie. Good afternoon, everyone. Before I begin, I'd like to note that this is my first earnings call as Interim CFO. I'm grateful for the opportunity to step into this role and continue working closely with Arie and our leadership team.

Now turning to third quarter 2025 results. Adjusted EBITDA was $75.2 million for the quarter, slightly above the midpoint of our guidance. This compares to $78.8 million in the year ago period, with the decrease caused primarily by softer retail performance. At the segment level, our retail segment contributed operating income of approximately $77.5 million compared to $85.1 million in the year ago period.

Same-store merchandise sales, excluding cigarettes, were down 0.9% versus the year ago period, while total same-store merchandise sales were down 2.2%. Both showed sequential improvement from the second quarter. Same-store merchandise margin rate was up approximately 60 basis points versus the prior year. Same-store fuel contribution was down approximately $1.3 million for the quarter with a 4.7% decline in gallons, partially offset by an increase of $0.015 per gallon of fuel margin. Same-store fuel margin was $0.438 per gallon for the quarter. Same-store operating expenses were up approximately 1.8% for the quarter.

Turning to our wholesale segment. Operating income was $24.1 million for the quarter versus $20.3 million in the year ago period. Fuel margin was $0.096 per gallon, in line with the year ago period. Gallons were up approximately 7.5% to the year ago period, driven by approximately 24.5 million incremental gallons from retail sites converted to dealers since the middle of 2024. Excluding channel optimization, gallons were down approximately 2.7% at comparable wholesale sites.

We continue to be pleased with the impact of our channel optimization program, which has driven approximately $6.5 million in incremental operating income before G&A for the first 9 months of 2025.

For our fleet fueling segment, operating income was $12.2 million for the quarter versus $12.6 million for the year ago period, with total gallons down 1.6% as compared to the prior year period. Fuel margin for the quarter was $0.458 per gallon, up from $0.435 per gallon in the prior year period.

Total company general and administrative expenses for the quarter was $40 million versus $38.6 million for the year ago period. The year-over-year increase in G&A was driven by a $1.7 million increase in share-based compensation expense. As we continue the dealerization of our company-operated stores, we expect to see the favorable impact on our G&A moving forward.

Net interest and other financial expenses for the quarter were $20.1 million compared to $23.6 million in the year ago period, with the decrease primarily related to lower average interest rates in the third quarter of 2025 and a decrease in fair value adjustments primarily related to our warrants. Net income for the quarter was $13.5 million compared to net income of $9.7 million for the year ago period. Please reference our press release for a detailed reconciliation of net income to adjusted EBITDA.

Turning to the balance sheet. Excluding lease-related financing liabilities, we ended the third quarter with $911.6 million in long-term debt. We maintained substantial liquidity of approximately $890 million, including approximately $307 million in cash on hand at quarter end, along with remaining availability on our lines of credit. Total capital expenditures for the quarter were $24.9 million.

Looking at our guidance. For our fourth quarter, we expect adjusted EBITDA to be in the range of $50 million to $60 million. This guidance is based on the following key segment assumptions. First, for our retail segment. We expect our Q4 2025 average retail store count to be approximately 1,150 sites. On a per store average basis, we expect merchandise sales to be up low to mid-single digits, reflecting the higher productivity of our retained stores versus the year ago period, partially offset by same-store merchandise sales performance, which is positioned down low to mid-single digits.

Again, on a per store average basis, we expect gallons to be up mid-single digits, reflecting the higher productivity of retained stores versus the year ago period, partially offset by same-store gallon performance, which is positioned down mid-single digits. We are modeling total retail fuel margin in the range of $0.425 to $0.445 per gallon. For our wholesale segment, we expect mid-teens operating income growth driven by our ongoing channel optimization work. For our fleet fueling segment, we expect operating income growth to be down mid- to high single digits, driven by gallons roughly in line with the prior year on a lower cents per gallon compared to the elevated environment last year.

Turning to the full year. We are updating our adjusted EBITDA guidance to a range of $233 million to $243 million. This updated range reflects our performance year-to-date.

With that, I'll hand it back to Arie for closing remarks. Arie?

Thanks, Jordan. I'm proud of the way our team continues to execute through a challenging environment. We've maintained discipline, manage our controllable and stay focused on the long-term transformation of our business. As we look ahead, our priorities are clear; complete our dealerization program, continue driving loyalty-led engagement and execute the next phase of our growth strategy. We're entering the final quarter of the year with focus, momentum and confidence in the action we're taking to position Arko for 2026 and beyond. Operator, please open the line for questions.

[Operator Instructions] Our first question is from Bobby Griffin with Raymond James.

Jordan, congrats on the appointment. I guess, first, I wanted to talk a little bit about the store remodels. You gave out an interesting stat there about, I believe, the merchandise side of things and the foodservice popping up as a percentage of sales. What is the opportunity or what's the pathway to kind of accelerate this? When you look at 7 stores in your store base, it's pretty tiny. So how can we accelerate this? And kind of what's the time frame along that given that you're seeing some good results from the early pilots?

Sure. Well, we started with 7 stores. And as I mentioned earlier, we are already working at the moment increasing the amount of stores in the region that we're working on the 7 stores at the moment. We are seeing encouraging results, no question about it. We mentioned the foodservice. So the NTI that we opened in Kingston out of the gate just exceeded the 20% food and beverage mix target. That was our target as long as those stores perform for the first 12 months, but for some reason, this store really, really exceeded the performance.

Because of that, we are working on additional stores that will come along immediately as we complete the first 7 stores. We're already working on [ benefinding ] those stores. And I'm assuming that, that's going to be probably another 20, 25 stores that will come on board immediately after the 7. But the name of the game, of course, is going to be food service, food service, food service and core categories. This is really what we are going to concentrate going into 2026.

Okay. And I want to maybe switch gears and hit on the dealerization aspect a little bit. I believe you disclosed 185 more under letters of intent and then you think there's an opportunity to continue some of this work in '26. I mean without putting a number out there of how many potential stores, I'm just curious, when you look at the book of retail stores that are not up for dealerization that you will keep when you're ultimately done with this work, what is the difference in those stores performance on a comp basis? Because investors do have concerns here about the same-store sales of the retail network. And I know there's a lot of things moving around. So if you could share anything on gallons or merchandise or even CPG of what the potential portfolio looks like versus kind of what the results we're seeing now, that would be helpful.

Yes, I cannot comment, Bobby, in particular on the stores. But what I can say is that we are targeting on stores that we actually can have economy of scale. In the script, I mentioned earlier that there are some differences between region in the country. There are like the -- if you're looking at a different region in the country, we feel that the Northeast, Southeast and Mid-Atlantic states, those are the areas that we have a lot of economy of scale.

The market is being -- from the economy standpoint, from the volatility in the market, we feel that there is a lot of opportunity for us. I mean, that's the reason we started the 7 stores pilot in the Mid-Atlantic states in Virginia. And we believe that those are the stores that we're going to continue to grow in this part of the country. We're just seeing better results from a same-store sales, from gallons, from margin, core categories. I mean, we just see great results in those part of the countries, and those are the areas that we would like to invest more and get more out of them.

I think the most important thing about dealerization is there's a few things that I would like to maybe reiterate on this call. We took a meaningful amount of stores. We're converting them to basically to dealer. We are increasing this segment. We have the wholesale segment and the fleet segment, but we're increasing the wholesale segment. And not only that we see also increase in EBITDA in those basically moving from retail to wholesale, the conversion to cash flow is also much higher. I just want to remind you that we spend on a store about $20,000, $25,000 for -- basically for maintenance CapEx. That's what we usually spend in roughly per year.

So if you think about it, we're talking about 550 stores that we are converting from -- basically from retail to dealer, not only that we're talking about a $20 million or so in EBITDA uplift, we're also talking about spending less money on maintenance CapEx. The number I just quoted right now is probably between $15 million to $20 million just on CapEx that all of a sudden, we're not going to spend over here. And like I said, the conversion -- when you move those stores from retail to wholesale, the conversion to free cash flow is much, much higher. And I think that's something that we need to point on this call because cash flow is very important for us as we move along.

Yes. That makes sense. And I guess just lastly for me, Arie, in your prepared remarks, you called out the fleet card segment as an area for some new location growth in '26. Just curious if you can unpack that opportunity a little bit more. Where do you see -- like how big of white space do you see there? Is that all organic? Or is there opportunities for tuck-in M&A there again? Just curious kind of what that opportunity could look like over the next couple of years.

I'm talking about building additional sites. As you know, this -- the fleet segment, it's very, very fragmented. There is not a lot of companies like us that are operating in this arena. I think we are one of the largest one in the country. We have today 280 sites. We see a lot of opportunities in the market that we operate and outside the markets we operate.

Just for your benefit, to build a cardlock, it's anywhere between $1 million to $2 million. That's the cost to build a cardlock, versus when you build a new-to-industry store, you're talking about $6 million to $8 million. The cardlock it's much, I'll call it, less expensive on one end. On the other end, it's also from an operating standpoint, I mean, it's unmanned. It's unmanned. And as you can see, we operate those -- we operate the 280 cardlocks. We enter into this in 2022. We generate a lot of cash, a lot of free cash flow from those assets.

And we just see that this is another great opportunity for us to increase the amount of cardlocks that we operate. We already identified 5 going into 2026, we identified 5 and the idea is to build more into 2026. I mean, as I said, currently, we found 5 that we are actually tackling at the moment. And the same thing goes, by the way, to the wholesale segment. As you can see right now, we're spending a lot of time moving stores and figuring the best way to position our company. And wholesale continue to be also a great opportunity for us.

Our next question is from Benjamin Wood with BMO Capital Markets.

This is Ben on behalf of Kelly Bania and BMO, and congrats, Jordan, as well. I wanted to start with the improvement on some of the organic metrics you saw sequentially. Wondering if you can help frame how much of that improvement was better store trends versus benefiting from having maybe a better performing or more efficient store base as a result of the dealerization.

Sure. I will start with some remarks, and then I will let maybe Jordan jump in if you have anything else to add. So I think the performance that you see not only that I mentioned that this quarter was probably one of our best quarter for the past 18 months from a trend standpoint. But it's not only that the sales ex cigarettes were almost flat compared to prior year. I think it's really all about the things that we did in 2025.

We started with OTP. You saw what happened to OTP. OTP was basically up 6.6%, margin improvement of 300 basis points. In addition to that, we basically outperformed in many categories like candy, pack bev, for example. And those categories are the categories that are really driving the margin up. So it's not only that the performance is better, it's also that the mix that we are having over there, it's a better mix. The mix drives the margin up.

And like I said, I think we started with OTP at the beginning with the back bar, then we went to Fueling America. I think the loyalty platform that we have with the Fueling America campaign that we have, we are selling right now items that actually have a high margin. And on the top of it, of course, I mentioned OTP, but OTP also drives traffic.

So I think between the back bar investment and the Fueling America investment, along with loyalty, that's what really would drive the result. And I think right now, you see -- you start to see more and more and more quarter after quarter, you start to see that the results are just improving. And like I said, you see it in margin. I mean we increased margin again this quarter. And quarter after quarter, we continue to increase margin. And I think this is -- that's all because of those promotions that we are having out there.

Yes. Ben, the only thing I would add is if you look at the prepared remarks and the guide from last quarter, we talked about same-store -- underlying same-store sales and same-store gallon trends. And on an average per store basis, we were roughly in line with what we guided, which means to me, the productivity of those stores was in line with what we expected, if not a little bit better. So you are seeing the benefit from higher productive stores in that base of stores that we've retained.

Great. That's helpful. And just as a quick follow-up on that, are you able to give any details on kind of the monthly cadence and how things are looking quarter-to-date? I know we started July off pretty strong, I believe we talked about, but how did the rest of the quarter end up as far as cadence?

Well, I think July was very, very strong. I think August declined a little bit, and I think September start to come up. So it's really -- like I said, I think overall, the quarter was a good quarter. Unfortunately, August was a little bit lighter than July. But as I said, September started to come back a little bit better. And that's how we end up the -- like I said, that's how we end up the quarter with very, very close to flat on sales, excluding cigarettes. At the same time, you probably saw we also were able to get a higher CPG over here during this quarter. I mean our CPG is $0.023 better than prior year.

That's great. And then, Arie, you gave a lot of color on the work you're doing to drive the gross margin expansion, and it continues to come in above at least our expectations. I just want to -- how should we think about where the upper limit is of your gross margins? And it sounds like it's all benefiting from promotions, but are you still as competitive on your pricing across the store? Just the sustainability of margins, please?

Yes. We continue to be competitive. I think the margin increase is really from the heavy promotions that we're doing with our vendors. And I can tell you that we started Fueling America with X amount of vendors. And as we start to show results and as we start to show those vendors how they can actually grab market share, more and more and more and more suppliers have decided to basically to join the program.

I can tell you that going into 2026, Fueling America is going to actually to continue to be one of our top promotions. And I think that's what you see over here. It's really all of those promotions are supported 100% by our vendors. I mean they see the results, and that's why they are participating. So I think the -- we believe that this is sustainable, the improvement that you see over here.

There is a lot of work put into it. I want to be very clear. This is something that our category managers and our team is working really, really hard to put those programs together. And like I said, we expanded merchandise margin in multiple consecutive quarters, and I believe this is sustainable, and we're going to just continue to improve it as we move along with those promotions.

Our next question is from Daniel Guglielmo with Capital One Securities.

Just following up on the various capital spend projects, so remodeling stores, new NTI retail and new NTI cardlock. Is there one of those project types that you think offers the best returns right now? And how do you think about CapEx allocations for each into '26 and '27?

Daniel, we started with those 7 stores. And we spend -- we said on average, we spend around $1 million, $1 million, $1.1 million on those stores. We throw a lot of things into those stores to make sure that we concentrate on food service. As we move along into 2026 and as we add more stores, the idea is really to scale it moving forward so to adjust cost and scale the price, scale the cost moving forward.

In addition to that, of course, our focus remains on maintaining flexibility to deploy capital towards high-return opportunities. So the 7 stores, it's not significant. But as we move along over here, we're measuring return on investment on each and every capital project. And the ones that we feel will actually provide us the best return, those are the ones that we are going to utilize. That's one of the reasons I mentioned earlier, converting over 500 stores eliminate approximately $15 million, $18 million, $20 million in maintenance CapEx. And when you have this free cash available, that can help us to invest in some of the other projects to increase our return.

Great. I appreciate that. And it actually segues into my next question. So I know that the majority of the dealers that take over the converted retail stores are mom-and-pops. In this difficult consumer environment, has their appetite for taking on conversions changed at all? And then maybe you can just remind us why these dealers can take on the lower-margin properties and still make the economics work for their businesses.

I don't think it's the lower margin, by the way, Daniel. It's not in particular the lower margin. We have decided to take stores that do not meet our return on investment criteria. We have decided to take stores that are in area that we don't have maybe a large concentration. And at the end of the day, if you're looking on this industry, like I said, I'm here from 2003, 22 years, the amount of mom-and-pop stores in terms of percentage didn't really change. I mean, 20 years ago, it was, I don't know, 65%, 70% of the stores in the U.S. were mom-and-pop.

And if you're looking today, it's exactly 65%, 70% stores are still mom-and-pop. Those guys are very entrepreneurial. They concentrate on 1 or 2 stores. They spend all of their time in the store. They're coming up with many ideas that they can add to the stores, which we can't. As a large company, I can't tell my guys just to sell different type of foods in different stores and different -- basically in different regions. I mean, we have to be very, very consistent. Those guys are, like I said, are very entrepreneurial, and they know how to make things better in some areas. And that's why they're very, very successful. And that's why there's still 65%, 70% of them are mom-and-pop.

There are no further questions at this time. I'd like to hand the floor back over to Arie Kotler for any closing comments.

Thank you very much, everybody, for participating this evening in our earnings call. I wish you guys all the best and happy holidays ahead of us.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.