Subsequent Events	6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events Potential Acquisition On August 4, 2026, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with certain affiliates of U.S. Petroleum Partners, LLC (“USPP”), a vertically integrated fuel supply and distribution platform headquartered in Royal Oak, Michigan and serving customers throughout the Great Lakes region, pursuant to which USPP has agreed to sell to the Company substantially all of its assets (the “Acquired Business”), and the Company will assume from USPP certain liabilities in respect of the Acquired Business. The Acquired Business includes: • The right to supply fuel to more than 400 dealer locations; • Two fuel terminals in Novi, Michigan and Toledo, Ohio connected to the Buckeye Pipeline system; and • A fleet of more than 50 transportation trucks and trailers. The total consideration for the transaction at closing as set forth in the Purchase Agreement consists of approximately $205 million in cash plus the value of inventory at closing, and $30 million in Class A common stock, (the “Consideration Shares”), which will be held in escrow until the True-Up Date (as defined below). The Company expects to finance the cash consideration through borrowings under its existing lines of credit. Subject to the Acquired Business achieving certain EBITDA-based financial targets for the 12-month period ending on the 12-month anniversary of the last day of the calendar quarter during which the closing occurs (the “True-Up Date”), some or all of the Consideration Shares, together with dividends payable on the Consideration Shares (the “Earn-Out Payment”) may be payable to USPP. The Earn-Out Payment is subject to adjustments, including in some instances recoupment of up to $5.0 million of the cash consideration payable at closing, if the Acquired Business does not achieve $31.7 million of EBITDA and $2.2 million of EBITDA generated by certain fuel related components, both as defined in the Purchase Agreement. Additionally, the payment to USPP at the True-Up Date may increase (payable in cash or shares of Class A Common Stock, at the Company’s election), based on the Acquired Business achieving results greater than such financial targets. The Consideration Shares and any shares of Class A Common Stock issued in respect of the Earn-Out Payment will be valued based on the daily volume weighted average price of the Class A common stock for the ten consecutive trading days immediately preceding the applicable date requiring the issuance thereof. A portion of the Earn-Out Payment will remain in escrow for a period of 18-months post-closing to satisfy USPP’s indemnification obligations under the Purchase Agreement, if any. Any Consideration Shares, together with all dividends payable on the Consideration Shares, held in escrow and not ultimately payable to USPP in accordance with the Purchase Agreement will be returned to the Company. The Purchase Agreement additionally provides for the payment of consideration to USPP if the Company, in its sole discretion and on terms acceptable to the Company, pursues and acquires certain businesses identified by USPP, none of which potential acquisitions is currently probable. Pursuant to the Purchase Agreement, the Company has agreed to prepare and file a registration statement with the SEC, registering for resale by USPP shares of Class A common stock issued to USPP under the Purchase Agreement. The closing of the transaction is subject to fulfillment of customary closing conditions, including the absence of legal restraints and the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Each party’s obligation to consummate the transaction is also subject to the accuracy of the representations and warranties of the other parties (subject to certain exceptions) and the performance in all material respects of the other parties’ respective covenants under the Purchase Agreement. The Purchase Agreement contains certain termination rights for both the Company, on the one hand, and USPP, on the other hand. The Company currently expects the closing to occur later in 2026. There is no certainty that the transaction will close.

Subsequent Events

6 Months Ended

Jun. 30, 2026

13. Subsequent Events

Potential Acquisition

On August 4, 2026, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with certain affiliates of U.S. Petroleum Partners, LLC (“USPP”), a vertically integrated fuel supply and distribution platform headquartered in Royal Oak, Michigan and serving customers throughout the Great Lakes region, pursuant to which USPP has agreed to sell to the Company substantially all of its assets (the “Acquired Business”), and the Company will assume from USPP certain liabilities in respect of the Acquired Business. The Acquired Business includes:

•

The right to supply fuel to more than 400 dealer locations;

•

Two fuel terminals in Novi, Michigan and Toledo, Ohio connected to the Buckeye Pipeline system; and

•

A fleet of more than 50 transportation trucks and trailers.

The total consideration for the transaction at closing as set forth in the Purchase Agreement consists of approximately $205 million in cash plus the value of inventory at closing, and $30 million in Class A common stock, (the “Consideration Shares”), which will be held in escrow until the True-Up Date (as defined below). The Company expects to finance the cash consideration through borrowings under its existing lines of credit.

Subject to the Acquired Business achieving certain EBITDA-based financial targets for the 12-month period ending on the 12-month anniversary of the last day of the calendar quarter during which the closing occurs (the “True-Up Date”), some or all of the Consideration Shares, together with dividends payable on the Consideration Shares (the “Earn-Out Payment”) may be payable to USPP. The Earn-Out Payment is subject to adjustments, including in some instances recoupment of up to $5.0 million of the cash consideration payable at closing, if the Acquired Business does not achieve $31.7 million of EBITDA and $2.2 million of EBITDA generated by certain fuel related components, both as defined in the Purchase Agreement. Additionally, the payment to USPP at the True-Up Date may increase (payable in cash or shares of Class A Common Stock, at the Company’s election), based on the Acquired Business achieving results greater than such financial targets. The Consideration Shares and any shares of Class A Common Stock issued in respect of the Earn-Out Payment will be valued based on the daily volume weighted average price of the Class A common stock for the ten consecutive trading days immediately preceding the applicable date requiring the issuance thereof.

A portion of the Earn-Out Payment will remain in escrow for a period of 18-months post-closing to satisfy USPP’s indemnification obligations under the Purchase Agreement, if any. Any Consideration Shares, together with all dividends payable on the Consideration Shares, held in escrow and not ultimately payable to USPP in accordance with the Purchase Agreement will be returned to the Company.

The Purchase Agreement additionally provides for the payment of consideration to USPP if the Company, in its sole discretion and on terms acceptable to the Company, pursues and acquires certain businesses identified by USPP, none of which potential acquisitions is currently probable.

Pursuant to the Purchase Agreement, the Company has agreed to prepare and file a registration statement with the SEC, registering for resale by USPP shares of Class A common stock issued to USPP under the Purchase Agreement.

The closing of the transaction is subject to fulfillment of customary closing conditions, including the absence of legal restraints and the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Each party’s obligation to consummate the transaction is also subject to the accuracy of the representations and warranties of the other parties (subject to certain exceptions) and the performance in all material respects of the other parties’ respective covenants under the Purchase Agreement. The Purchase Agreement contains certain termination rights for both the Company, on the one hand, and USPP, on the other hand. The Company currently expects the closing to occur later in 2026. There is no certainty that the transaction will close.