ARKO Petroleum Corp. filed a Form 8-K on November 12, 2026, reporting the completion on November 10, 2026 of its acquisition of the assets comprising the business of U.S. Petroleum Partners, LLC, a fuel supply and distribution platform serving the Great Lakes region.

Key Highlights

  • Closing date: The acquisition closed on November 10, 2026, pursuant to an Asset Purchase Agreement dated August 4, 2026.
  • Cash consideration: Buyer paid approximately $200 million in cash plus the value of inventory on the closing date, funded through borrowings under existing lines of credit.
  • Stock consideration: The company issued 2,018,245 shares of Class A common stock, valued at $30.0 million, to the seller as part of the purchase price.
  • Escrow condition: All consideration shares, together with dividends paid on them, are held in escrow and are subject to the Acquired Business achieving certain EBITDA-based financial targets for the 12-month period ending December 31, 2027.
  • Acquired assets: The transaction includes two fuel terminals in Novi, Michigan and Toledo, Ohio, connected to the Buckeye Pipeline system, rights to supply fuel to approximately 400 dealer locations, and a vehicle fleet that currently transports more than 80% of the Acquired Business' distributed fuel volumes.

ARKO Petroleum Completes Great Lakes Fuel Distribution Acquisition

According to the filing, ARKO Petroleum Corp. (NASDAQ:APC), together with certain of its subsidiaries acting collectively as Buyer, completed the acquisition of assets and assumption of certain liabilities comprising the business of U.S. Petroleum Partners, LLC on November 10, 2026. The company described U.S. Petroleum Partners as "a vertically integrated fuel supply and distribution platform serving customers throughout the Great Lakes region." The underlying Asset Purchase Agreement was entered into on August 4, 2026, and was previously reported by the company.

The filing states that on the closing date, Buyer paid aggregate cash consideration of approximately $200 million plus the value of inventory on that date. The company funded this cash portion through borrowings under its existing lines of credit. In addition, the company issued 2,018,245 shares of Class A common stock, par value $0.0001 per share, to the seller, valued at $30.0 million in accordance with pricing terms previously contained in the Purchase Agreement. The filing notes that all of these consideration shares, along with any dividends paid on them, will remain in escrow and will be delivered to the seller only upon the Acquired Business achieving certain EBITDA-based financial targets for the 12-month period ending December 31, 2027.

The Acquired Business, as described in the filing, includes two fuel terminals located in Novi, Michigan and Toledo, Ohio, both connected to the Buckeye Pipeline system. It also encompasses the right to supply fuel to approximately 400 dealer locations and a vehicle fleet that currently transports more than 80% of the Acquired Business' distributed fuel volumes. The filing further states that required financial statements and pro forma financial information will be filed by amendment no later than 71 days following the date this Current Report on Form 8-K was required to be filed.

What Was Disclosed

ARKO Petroleum Corp. disclosed the November 10, 2026 closing of its acquisition of U.S. Petroleum Partners, LLC's business for approximately $200 million in cash plus inventory value and 2,018,245 shares of Class A common stock valued at $30.0 million, with shares held in escrow pending EBITDA targets.