GLP

MKT CAP $1.6BP/E —DIV YIELD —FCF YIELD 12.37%REV TTM $21.5B +20.4%NET INCOME $195.2M +71.7%NET CASH —52W 39.58 – 54.07SEC XBRL · TTM TO Invalid Date

How GLP rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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The following summarizes certain of these risks: ● We may not have sufficient cash from operations to enable us to pay distributions on our Series B preferred units (“preferred units”) or maintain distributions on our common units at current levels. ● A significant decrease in price or demand for the products we sell or a significant increase in the cost of our logistics activities could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. · Tariffs and other controls on imports and exports could significantly impact our operations and costs, adversely affecting our business. ● Certain of our financial results are subject to seasonality. · The condition of credit markets may adversely affect our liquidity. ● Covenants and borrowing base limitations included in our debt instruments and our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. ● Our risk management policies cannot eliminate all commodity risk, basis risk or the impact of unfavorable market conditions.
We are involved in three joint ventures accounted for using the equity method.
Factors that could lead to a decrease in market demand for products we sell, including refined petroleum products, gasoline blendstocks, renewable fuels and crude oil, include: ● adverse economic conditions or an increase in the market price of, or an oversupply of, refined petroleum products, gasoline blendstocks, renewable fuels and crude oil or higher taxes or other governmental or regulatory actions, such as the imposition of tariffs, that increase, directly or indirectly, the cost of gasoline or other refined petroleum products, gasoline blendstocks, renewable fuels and crude oil; ● a shift by consumers to more fuel-efficient or alternative fuel vehicles, including hybrids, or an increase in fuel economy of vehicles, whether as a result of technological advances by manufacturers, governmental or regulatory actions or otherwise; and ● conversion from consumption of home heating oil or residual oil to natural gas and/or electric heat pumps and utilization of propane and/or natural gas (instead of heating oil) as primary fuel sources.
Tariffs and other controls on imports and exports could significantly impact our operations and costs, adversely affecting our business.
Tariffs and other duties and controls on energy products that we trade internationally, the products we sell in our convenience stores or the equipment and materials we utilize in our operations could materially impact us.
Our business may be adversely affected by increased costs resulting from such duties and controls.
The timing and scope of import duty and controls and the associated cost burdens cannot be definitively determined, or controlled for, in advance.
General political conditions, acts of war or other conflicts such as the conflict in Ukraine and hostilities in the Middle East, terrorism and instability in oil producing regions, particularly in the United States, Canada, Middle East, Russia, Africa and South America, including Venezuela, could significantly impact crude oil supplies and crude oil and refined petroleum product costs.
As of December 31, 2025, our total debt, including amounts outstanding under our credit agreement and senior notes, was approximately $1.56 billion.
We have the ability to incur additional debt, including the capacity to borrow up to $1.50 billion under our credit agreement, subject to limitations in our credit agreement.
For example, our credit agreement and the indentures limit our ability to pay distributions upon the occurrence of the following events, among others: ● failure to pay any principal, interest, fees or other amounts when due; ● failure to perform or otherwise comply with the covenants in the credit agreement, the indentures or in other loan documents to which we are a borrower; and ● a bankruptcy or insolvency event involving us, our general partner or any of our subsidiaries.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), enacted in 2010, established federal oversight and regulation of the over-the-counter derivatives market and entities, such as us, that participate in that market.
The CFTC’s aggregation rules are now in effect, though CFTC staff have granted relief—until the effective date of any codifying rulemaking—from various conditions and requirements in the final aggregation rules.
A number of legal incentives and regulatory requirements, and executive initiatives, including various government subsidies including the extension of certain tax credits for renewable energy, have made these alternative forms of energy more competitive.
We own, lease or maintain dedicated storage facilities at a number of bulk terminals at which we have leases and terminalling agreements.
These lease and terminalling agreements are subject to expiration at various times through 2030.
If these lease and terminalling agreements are not renewed or we are unable to renew them at rates and on terms and conditions satisfactory to us or we are otherwise unable to replace such dedicated storage as may be needed, it could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
For example, while in office, President Biden signed an executive order calling for new or more stringent emissions standards for new, modified and existing oil and gas facilities, and the EPA has finalized rules to that effect.
These rules are subject to legal challenge, withdrawal, or repeal by the Trump administration, and enforcement of such rules under President Trump is subject to change.
The threat of climate change continues to attract attention.
Historically, the EPA has adopted rules that, among other things, establish permit reviews for GHG emissions from certain large stationary sources; require the monitoring and annual reporting of GHG emissions from specified sources in the United States; implement standards reducing emissions of methane, a form of GHG, from specified oil and gas sectors; and together with the U.S.
Department of Transportation, implement GHG emissions limits on vehicles manufactured for operation in the United States.
While these rules largely do not directly impact our operations, they do represent a concerted effort at the federal level to reduce emissions of GHGs in an effort to mitigate adverse effects associated with climate change.
Federal regulation of GHG emissions has been grounded in the EPA’s 2009 Endangerment Finding under the CAA, which supported regulation of GHG emissions from motor vehicles and engines.
In February 2026, the EPA issued a final rule rescinding the 2009 Endangerment Finding and repealing GHG emission standards for light-, medium-, and heavy-duty motor vehicles and engines under Section 202(a)(1) of the CAA.
The final rule states that the EPA has determined it lacks statutory authority under Section 202(a)(1) to regulate GHG emissions in response to global climate change concerns and becomes effective 60 days after publication in the Federal Register.
The rescission of the 2009 Endangerment Finding may affect the legal and regulatory framework supporting federal GHG regulation, and the ultimate scope and durability of federal GHG requirements remain subject to further regulatory action and judicial review.
It is possible that future international, federal, and state initiatives to control GHG emissions could result in increased costs associated with refined petroleum products consumption, such as costs to install additional controls to reduce GHG emissions or costs to purchase emissions reduction credits to comply with future emissions trading programs.
Climate change continues to attract public and scientific attention.
This attention has also resulted in increased political risks, including climate change related pledges made by certain candidates for, or holders of, public office.
“Business and Properties—Regulation—Climate Change.” 1 Increased attention to environmental, social and governance (“ESG”) matters may impact our business.
Increased attention to, and social expectations on, companies to address climate change and other environmental and social impacts, investor and societal explanations regarding ESG disclosures, and increased consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on our unit price and access to capital markets.
Increased attention to climate change and environmental conservation, for example, may result in demand shifts for our products and additional governmental investigations and private litigation against us.
Additionally, we may receive pressure from investors, lenders, or other stakeholders to adopt more aggressive climate or other ESG-related goals or commitments, but we cannot guarantee that we will be able to implement such goals because of potential costs or technical or operational obstacles.
A failure or a perception of failure (whether or not valid) to pursue, implement or make progress against ESG strategies or achieve ESG goals or commitments, or as the result of reporting of various ESG metrics, strategies or risks and such disclosures are viewed critically, could result in governmental investigations or enforcement, private litigation and damage our reputation, cause our investors or consumers to lose confidence in us, and negatively impact our operations.
In addition, organizations that provide information, ratings or advisory services, to investors on corporate governance and related matters have developed processes for evaluating companies on their approach to ESG matters.
Such ratings or recommendations are used by some investors to inform their investment decisions.
Unfavorable ESG ratings or recommendations may lead to increased negative investor sentiment toward us or our customers and to the diversion of investment or other industries which could have a negative impact on our unit price or our access to and costs of capital.
Additionally, certain institutional lenders may decide not to provide funding or insurance for fossil fuel energy companies or the corresponding infrastructure projects based on climate change related concerns, which could affect our access to capital for potential growth projects.
Finally, certain public statements with respect to sustainability matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain social issues, have been subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential benefits.

and 42 more.

Gone since FY2024

The following summarizes certain of these risks: ● We may not have sufficient cash from operations to enable us to pay distributions on our Series B preferred units (“preferred units”) or maintain distributions on our common units at current levels. ● A significant decrease in price or demand for the products we sell or a significant increase in the cost of our logistics activities could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders. · Tariffs could significantly impact our operations and costs, adversely affecting our business. ● Certain of our financial results are subject to seasonality. · The condition of credit markets may adversely affect our liquidity. ● Covenants and borrowing base limitations included in our debt instruments and our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. ● Our risk management policies cannot eliminate all commodity risk, basis risk or the impact of unfavorable market conditions.
We are currently involved in two joint ventures accounted for using the equity method.
Factors that could lead to a decrease in market demand for products we sell, including refined petroleum products, gasoline blendstocks, renewable fuels and crude oil, include: ● a recession or other adverse economic conditions or an increase in the market price or of an oversupply of refined petroleum products, gasoline blendstocks, renewable fuels and crude oil or higher taxes or other governmental or regulatory actions, such as the imposition of tariffs, that increase, directly or indirectly, the cost of gasoline or other refined petroleum products, gasoline blendstocks, renewable fuels and crude oil; ● a shift by consumers to more fuel-efficient or alternative fuel vehicles, including hybrids, or an increase in fuel economy of vehicles, whether as a result of technological advances by manufacturers, governmental or regulatory actions or otherwise; and ● conversion from consumption of home heating oil or residual oil to natural gas and/or electric heat pumps and utilization of propane and/or natural gas (instead of heating oil) as primary fuel sources.
Tariffs could significantly impact our operations and costs, adversely affecting our business.
In February 2025, the United States proposed imposing additional import duties of 10% on energy products from Canada, 25% on other products from Canada and Mexico and additional tariffs on products from China.
While certain of these tariffs have not yet been implemented, these and other import duties on energy products that we trade internationally, the products we sell in our convenience stores or the equipment and materials we utilize in our operations could materially impact us.
Our business may be adversely affected by increased costs resulting from such duties.
The timing and scope of import duty changes and the associated cost burdens cannot be definitively determined, or controlled for, in advance.
General political conditions, acts of war such as the conflicts in Ukraine and the Middle East, terrorism and instability in oil producing regions, particularly in the United States, Canada, Middle East, Russia, Africa and South America, could significantly impact crude oil supplies and crude oil and refined petroleum product costs.
As of December 31, 2024, our total debt, including amounts outstanding under our credit agreement and senior notes, was approximately $1.58 billion.
We have the ability to incur additional debt, including the capacity to borrow up to $1.55 billion under our credit agreement, subject to limitations in our credit agreement.
For example, our credit agreement and the indentures limits our ability to pay distributions upon the occurrence of the following events, among others: ● failure to pay any principal, interest, fees or other amounts when due; ● failure to perform or otherwise comply with the covenants in the credit agreement, the indentures or in other loan documents to which we are a borrower; and ● a bankruptcy or insolvency event involving us, our general partner or any of our subsidiaries.
On July 21, 2010, new comprehensive financial reform legislation, known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), was enacted that establishes federal oversight and regulation of the over-the-counter derivatives market and entities, such as us, that participate in that market.
The CFTC’s aggregation rules are now in effect, though CFTC staff have granted relief—until August 12, 2025 or the effective date of any codifying rulemaking—from various conditions and requirements in the final aggregation rules.
A number of new legal incentives and regulatory requirements, and executive initiatives, including various government subsidies including the extension of certain tax credits for renewable energy, have made these alternative forms of energy more competitive.
As of December 31, 2024, we owned, operated and maintained dedicated storage facilities at 47 bulk terminals and maintained dedicated storage at seven bulk terminals at which we have terminalling agreements.
These lease and terminalling agreements are subject to expiration at various times through 2028.
If these lease and terminalling agreements are not renewed or we are unable to renew them at rates and on terms and conditions satisfactory us or we are otherwise unable to replace such dedicated storage as may be needed, it could have an adverse effect on our financial condition, results of operations and cash available for distribution to our unitholders.
For example, while in office, President Biden signed an executive order calling for new or more stringent emissions standards for new, modified and existing oil and gas facilities, and the EPA has finalized rules to that effect, although these rules are subject to legal challenge.
The threat of climate change continues to attract considerable attention.
However, while in office, President Biden made action on climate change a priority of his administration.
For example, on August 16, 2022, President Biden signed into law the IRA which contains hundreds of billions of dollars in incentives for the development of renewable energy, clean fuels, electric vehicles and supporting infrastructure, and carbon capture and sequestration, among other provisions.
Moreover, federal regulators and state and local governments have taken (or announced that they plan to take) actions that have or may have a significant influence on our operations.
For example, following the finding that GHG emissions such as carbon dioxide and methane threaten the public health and welfare, the EPA has promulgated or adopted regulations to regulate GHG emissions from certain large stationary sources, require the monitoring and reporting of GHG emissions from certain sources, implement emissions standards for certain sources in the oil and gas sector, and (together with NHTSA), implement GHG emissions limits on vehicles manufactured for operation in the United States.
Future international, federal and state initiatives to control GHG emissions could result in increased costs associated with refined petroleum products consumption, such as costs to install additional controls to reduce GHG emissions or costs to purchase emissions reduction credits to comply with future emissions trading programs.
Climate change continues to attract considerable public and scientific attention.
This attention has also resulted in increased political risks, including climate change related pledges made by certain candidates for public office.
“Business and Properties—Regulation—Climate Change.” 1 Increasing attention to environmental, social and governance (“ESG”) matters may impact our business.
Increasing attention to, and social expectations on, companies to address climate change and other environmental and social impacts, investor and societal explanations regarding voluntary ESG disclosures, and increased consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on our unit price and access to capital markets.
Increasing attention to climate change and environmental conservation, for example, may result in demand shifts for our products and additional governmental investigations and private litigation against us.
Additionally, we may receive pressure from investors, lenders, or other groups to adopt more aggressive climate or other ESG-related goals, but we cannot guarantee that we will be able to implement such goals because of potential costs or technical or operational obstacles.
In March 2024, the SEC released a final rule that establishes a framework for the reporting of climate risks, targets, and metrics.
However, the future of the rule is uncertain at this time given its implementation has been stayed pending the outcome of legal challenges.
Moreover, on February 11, 2025, SEC Acting Chairman Mark T.
Court of Appeals for the Eighth Circuit not schedule argument in such legal challenges while the SEC reconsiders the finalized rules.
Although the SEC, under the new presidential administration, may seek to repeal or otherwise modify the rules, we cannot predict whether such action will occur or its timing.
Relatedly, California has enacted new laws requiring additional disclosure with respect to certain climate-related risks and GHG emissions reduction claims.
Non-compliance with these new laws may result in the imposition of substantial fines or penalties.
Other states are considering similar laws.
Any new laws or regulations imposing more stringent requirements on our business related to the disclosure of climate-related risks may result in reputation harms among certain stakeholders if they disagree with our approach to mitigating climate-related risks, increased compliance costs resulting from the development of any disclosures, and increased costs of and restrictions on access to capital to the extent we do not meet any climate-related expectations of requirements of financial institutions.

and 36 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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