What the changes say
- APC’s February 2026 IPO creates new minority-owner, governance, related-party, and standalone-company risks.
- Geopolitical conflicts, sustainability scrutiny, and climate-related product-demand concerns broaden exposure beyond routine fuel-retail risks.
- Environmental, labor, leasing, dealer-site, and aging-asset risks are newly consolidated or expanded.
- Fuel remained 79% of revenue and 47% of combined margin; dealer agreements’ average remaining term rose to 5.4 years.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
The Russia-Ukraine War, Israel-Hamas War, events occurring in response thereto and any expansion of hostilities, as well as the political, economic and social instability in Venezuela and Iran, may have an adverse impact on our business, our future results of operations, and our overall financial performance
Russia-Ukraine and Israel-Hamas conflicts, Venezuela and Iran instability could disrupt supply chains, energy prices, and wholesale and fleet-fueling margins.
- NewRisks Related to Our Business and Industry
Our operations—including the sale, distribution, transportation, and storage of fuel products—and those of our suppliers and customers are subject to various environmental, health, safety, and operational risks that could materially and adversely affect our business, financial condition, and results of operations
Fuel sales, transportation, storage, suppliers, and customers face evolving environmental, health, safety, contamination, and hazardous-waste compliance costs and penalties.
- NewRisks Related to Our Business and Industry
Our failure to comply with applicable labor and employment laws pertaining to, among others, minimum wage, overtime, rest breaks, mandated healthcare benefits or paid time-off benefits could result in increased regulatory scrutiny, monetary fines and substantial costs and expenses related to legal proceedings
Minimum-wage, overtime, rest-break, healthcare, and paid-time-off violations could trigger fines, litigation costs, operational changes, or facility shutdowns.
- NewRisks Related to Our Business and Industry
We lease certain of our sites from third parties; and our dealers control other sites, all of which could result in increased costs and disruptions to our operations
Third-party leases, master leases, and dealer-controlled sites could become more expensive, fail to renew, or disrupt dealer supply relationships.
- NewRisks Related to Our Business and Industry
We may not be able to lease sites we own or sublease sites we lease on favorable terms and any such failure could adversely affect our results of operations and financial condition
Owned or leased sites may remain vacant or produce inadequate rent and fuel margins to cover operating and lease costs.
- NewRisks Related to Our Business and Industry
We are subject to risks regarding sustainability matters
Conflicting stakeholder, policymaker, activist, and litigation demands over climate change, human capital, and sustainability could increase costs and compliance complexity.
- NewRisks Related to Our Business and Industry
We are subject to business interruption from unplanned events and asset age, and our operations present risks which may not be fully covered by insurance
Unplanned events, severe weather, outages, labor disputes, disasters, and aging storage tanks could interrupt operations, while losses may exceed insurance.
- NewRisks Related to Our Organizational Structure and Securities
We are the controlling shareholder of APC, a public company, and face potential liability and conflicts arising from that relationship
Controlling APC creates fiduciary-duty claims and conflicts over related-party agreements, transactions, and corporate opportunities.
- NewRisks Related to Our Organizational Structure and Securities
The IPO of a minority interest in the APC Business is subject to various risks and uncertainties, any of which could negatively impact our business, financial condition, results of operations and cash flows
The APC minority IPO may deliver fewer strategic or financial benefits, reduce ARKO’s share of future profits, and add standalone-company costs.
Dropped
- DroppedRisks Related to Our Business and Industry
The retail sale, distribution, transportation and storage of motor fuels is subject to environmental protection and operational safety laws and regulations that may expose us or our customers to significant costs and liabilities, which could have a material adverse effect on our business
- DroppedRisks Related to Our Business and Industry
cross-drops, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally-imposed fines or clean-up obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others
- DroppedRisks Related to Our Business and Industry
Failure to comply with applicable laws and regulations could result in liabilities, penalties, costs, or license suspension or revocation that could have a material adverse effect on our business
- DroppedRisks Related to Our Business and Industry
Our operations present risks which may not be fully covered by insurance
Reworded
- 82% rewrittenRisks Related to Our Organizational Structure and Securities
Our charter designates specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees
The exclusive-forum provision now more broadly covers DGCL, charter, bylaws, and claims against directors, officers, or employees, with alternative jurisdiction if needed.
Was: Our amended and restated certificate of incorporation designates specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us
- 68% rewrittenRisks Related to Our Business and Industry
Changes in economic conditions, tax or trade policy, and consumer confidence in the U.S. could materially adversely affect our business
The key-factor list no longer names interest rates, inflation, and unemployment together; it adds an explicit material-adverse-effect statement for U.S. conditions.
- 54% rewrittenRisks Related to Our Business and Industry
Our financial condition and results of operations are influenced by changes in the wholesale prices of motor fuel, which may materially adversely impact our sales, operations, customers’ financial condition and the availability of trade credit
Fuel represented 79% of revenue and 47% of combined margin versus 46%; the risk adds consignment, cardlock, wholesale, and fleet-fueling margin factors.
- 53% rewrittenRisks Related to Our Business and Industry
Significant changes in demand for fuel-based modes of transportation and for trucking services could materially adversely affect our business
The prior 8.1% 2024 electric-vehicle statistic and efficiency examples are replaced by broader GHG, petroleum-fuel cost, demand, and marketing concerns.
- 52% rewrittenRisks Related to Our Business and Industry
Unfavorable seasonal weather or other climatic conditions could adversely affect our business
Severe-weather damage and distribution interruptions now expressly include retail, dealer, and fleet-fueling locations, rather than mainly retail sites and dealer sites.
Was: Unfavorable weather conditions could adversely affect our business
- 38% rewrittenRisks Related to Our Organizational Structure and Securities
The market price and trading volume of our common stock has been and may be volatile and could decline significantly
The stock-price range period extends through February 20, 2026, with the high changing from $8.42 to $8.36 and the low from $4.09 to $3.65.
- 35% rewrittenRisks Related to Our Business and Industry
A significant portion of our revenue is generated under fuel supply agreements with dealers that must be renegotiated or replaced periodically. If we are unable to successfully renegotiate or replace these agreements, then our results of operations and financial condition could be adversely affected
The dealer agreements’ volume-weighted average remaining term increased from approximately 4.5 years at December 31, 2024, to 5.4 years at December 31, 2025.
- 28% rewrittenRisks Related to Our Business and Industry
We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our brand, reputation, business, financial condition and results of operations
The risk now covers dealers, pass-through interchange fees, possible rather than definite dispenser fraud liability, and majority EMV compliance as of December 31, 2025.
- 25% rewrittenRisks Related to Our Organizational Structure and Securities
Sales of a substantial number of shares of our common stock in the public market could cause the price of our common stock to decline
- 22% rewrittenRisks Related to Our Business and Industry
Our variable rate debt could adversely affect our financial condition and results of operations
All 37 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Changes in economic conditions, tax or trade policy, and consumer confidence in the U.S. could materially adversely affect our business68% rewritten
- 02The Russia-Ukraine War, Israel-Hamas War, events occurring in response thereto and any expansion of hostilities, as well as the political, economic and social instability in Venezuela and Iran, may have an adverse impact on our business, our future results of operations, and our overall financial performanceNew
- 03If our acquisitions or divestitures are not on economically acceptable terms, or if our acquisitions do not perform as we expect, our future growth may be negatively impacted
- 04possible adverse effects on our reported results of operations or financial position
- 05We may be unable to successfully integrate acquired operations or otherwise realize the expected benefits from our acquisitions, which could adversely affect the expected benefits from our acquisitions and our results of operations and financial condition
- 06If our conversion of certain retail stores within our retail segment to dealer locations within our wholesale segment does not result in the anticipated benefits of such conversion, then our growth may be negatively impacted and could adversely affect our results of operations and financial condition
- 07Our future growth depends on our ability to successfully implement our growth strategies, a part of which consists of upgrading and remodeling our convenience stores and constructing NTI stores
- 08Significant changes in current consumption of cigarettes and other tobacco products and related regulations and litigation could materially adversely affect our business
- 09Our financial condition and results of operations are influenced by changes in the wholesale prices of motor fuel, which may materially adversely impact our sales, operations, customers’ financial condition and the availability of trade credit54% rewritten
- 10Significant changes in demand for fuel-based modes of transportation and for trucking services could materially adversely affect our business53% rewritten
- 11We operate in a highly competitive, fragmented industry characterized by many similar competing products and services, and our inability to successfully compete could have a material adverse effect on our business
- 12Negative events or developments associated with branded motor fuel suppliers could have a material adverse impact on our revenues
- 13A significant portion of our revenue is generated under fuel supply agreements with dealers that must be renegotiated or replaced periodically. If we are unable to successfully renegotiate or replace these agreements, then our results of operations and financial condition could be adversely affected35% rewritten
- 14Our operations—including the sale, distribution, transportation, and storage of fuel products—and those of our suppliers and customers are subject to various environmental, health, safety, and operational risks that could materially and adversely affect our business, financial condition, and results of operationsNew
- 15Our failure to comply with applicable labor and employment laws pertaining to, among others, minimum wage, overtime, rest breaks, mandated healthcare benefits or paid time-off benefits could result in increased regulatory scrutiny, monetary fines and substantial costs and expenses related to legal proceedingsNew
- 16We are subject to extensive tax liabilities imposed by multiple jurisdictions that potentially have a material adverse effect on our financial condition and results of operations
- 17We lease certain of our sites from third parties; and our dealers control other sites, all of which could result in increased costs and disruptions to our operationsNew
- 18We may not be able to lease sites we own or sublease sites we lease on favorable terms and any such failure could adversely affect our results of operations and financial conditionNew
- 19We rely on a large number of store employees. If we do not effectively manage our workforce, our labor costs and results of operations could be adversely affected
- 20The loss of key senior management personnel or the failure to recruit or retain qualified senior management personnel could materially adversely affect our business
- 21Unfavorable seasonal weather or other climatic conditions could adversely affect our business52% rewritten
- 22We are subject to risks regarding sustainability mattersNew
- 23We are subject to payment-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our brand, reputation, business, financial condition and results of operations28% rewritten
- 24Significant disruptions of information technology systems, breaches of data security or other cybersecurity incidents, or compromised data could materially adversely affect our business
- 25We are subject to evolving laws, regulations, standards, and contractual obligations related to data privacy and security regulations, and our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business
- 26Our business could suffer if we fail to adequately secure, maintain, and enforce our intellectual property rights
- 27We are subject to business interruption from unplanned events and asset age, and our operations present risks which may not be fully covered by insuranceNew
- 28Our variable rate debt could adversely affect our financial condition and results of operations22% rewritten
- 29The agreements governing our indebtedness contain various restrictions and financial covenants that may restrict our business and financing activities
Risks Related to Our Organizational Structure and Securities
- 30We are the controlling shareholder of APC, a public company, and face potential liability and conflicts arising from that relationshipNew
- 31The IPO of a minority interest in the APC Business is subject to various risks and uncertainties, any of which could negatively impact our business, financial condition, results of operations and cash flowsNew
- 32Our corporate structure includes Israeli entities that may expose us to additional tax liabilities
- 33Our charter designates specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees82% rewritten
- 34The majority of our common stock is held by a limited number of stockholders and their interests may conflict with yours in the future
- 35The market price and trading volume of our common stock has been and may be volatile and could decline significantly38% rewritten
- 36Sales of a substantial number of shares of our common stock in the public market could cause the price of our common stock to decline25% rewritten
- 37We may not continue to declare cash dividends or may reduce the amount of cash dividends in the future
Other ARKO 10-Ks
- FY2024 10-K risk factors32 risks
ARKO Corp. relies heavily on tobacco sales and motor fuel distribution for its revenues and operational margins.
Filed Feb 26, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.