IPO · Consumer Staples · Proposed listing on Nasdaq
Cumberland Farms IPO: how the business makes money
Cumberland Farms runs gas stations with convenience stores in the US and Europe. FY2025 revenue was $16,343 million, with a net loss of $145 million.
By Hardik Bhandare · Checked against filings:
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Cumberland Farms Limited · Charlotte, North Carolina · Founded 2001
Based on the amended registration statement (Form F-1/A) dated .
Figures: from the preliminary prospectus (F-1), subject to change.
The company has publicly filed its registration statement (Form S-1 or F-1) with the SEC. No price range is set yet.
Last updated
- Revenue, FY2025
- $16,343M
- Net loss, FY2025
- $145M
- Sites, Jun 30, 2026
- 3,313
- Total debt, Jun 30, 2026 (before July and August repayments)
- $5,822M
- Proposed listing
- Nasdaq: CMBY
The short version
The Cumberland Farms IPO in 5 points
1 · What it sells
Cumberland Farms has 3,313 sites in the US and Europe selling fuel, groceries and prepared food, with fuel bringing $11,867 million of its $16,343 million FY2025 revenue.
2 · Who pays it
Drivers and shoppers pay at the pump and in the store, with no split by customer type disclosed; by region, US sites brought 45.3% of FY2025 revenue and Europe 54.7% (Cityfort calculation from F-1/A filed Sep 4, 2026).
3 · What it keeps from $100
Of every $100 that came in during FY2025, Cumberland Farms' costs were $100.9, a $0.9 loss even with a non-operating $152 million foreign-exchange gain, and its operating income was $155 million.
4 · Where the operating profit comes from
Fuel brought $1,208 million of the $2,675 million FY2025 gross profit and grocery and merchandise $914 million, and $155 million of operating income was left after running costs.
5 · The one thing to watch
Total debt was $5,822 million at Jun 30, 2026, before later repayments of about $720 million and about $119 million, against $65 million of operating cash flow in the six months to that date.
Sources: From Cumberland Farms' F-1/A filed Sep 4, 2026 · checked
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01The business in one line
What does Cumberland Farms do?
Drivers and shoppers pay Cumberland Farms for fuel, groceries, tobacco and prepared food at its sites; most of that money goes straight back out to pay for the goods it sold.
- Fuel brought $11,867 million of $16,343 million revenue in FY2025. Grocery and merchandise brought $3,296 million and foodservice $646 million.
- Of every $100 that came in during FY2025, Cumberland Farms' costs were $100.9, a loss of $0.9. Goods sold took $81.8 of that.
02The offer
What is the Cumberland Farms IPO?
- New shares sold by the company
- Not yet in the filing
- To list on
- Nasdaq
- Proposed ticker
- CMBY
- Lock-up on existing holders
- 180 days
- New shares: the company sells all the shares, so the money, after underwriting costs, goes to it. The filing lists no selling shareholders.
- The underwriters get a 30-day option to buy extra shares from the company. The F-1/A leaves that number blank.
- The number of shares, price range, money raised and share count after the offering are all blank. An amended registration statement would add them.
- Funds managed or sub-advised by Apollo Global Management and/or its subsidiaries agreed on Sep 3, 2026 to buy $500.0 million of Series A Convertible Preferred Shares. This private placement is not part of the offering, and the two are conditional on each other.
- The preferred shares can convert at 115% of the IPO price. They pay a cumulative 6.75% cash dividend, or 7.00% if added to the shares' stated value instead of paid in cash, on up to 8 dates; after year 8, 7.75% or 8.00%.
- EG Group Limited, the parent, committed on Sep 1, 2026 to contribute about $130 million from its planned UK Starbucks sale, only if the IPO happens.
- A share split is planned before closing, with its ratio blank. Earlier per-share figures use the old share count and are not comparable, so this page leaves earnings per share out.
- The company is a Cayman Islands foreign private issuer. It plans to list on the Nasdaq Global Select Market under the ticker CMBY.
The company, its officers and directors, and substantially all holders agree not to sell for 180 days after the prospectus date. BofA Securities and Goldman Sachs can release shares early, per the F-1/A.
Share classes and votes
- Underwriters
- 12 named in the S-1 (lead: BofA Securities, Goldman Sachs & Co. LLC, Jefferies LLC)
- Underwriter conflict of interest
- The F-1/A states no FINRA Rule 5121 conflict of interest. It says certain underwriter affiliates are lenders under the Revolving Credit Facility, and that JPMorgan Chase Bank, N.A., an affiliate of an underwriter, is administrative agent under the Revolving Credit Facilities and the Senior Term Facilities.
- Controlled company
- The F-1/A says Cumberland Farms will be a "controlled company" under Nasdaq rules because EG Group Limited will hold more than 50% of the votes. It does not currently intend to use the exemptions, but could later.
- Lead underwriters
- BofA Securities, Goldman Sachs & Co. LLC, Jefferies LLC
- Transfer agent
- Equiniti Trust Company, LLC
Learn: How to read an S-1: Anthropic's IPO registration statement · Dual-class shares: when votes and ownership don't match · IPO lock-up agreements: what they are and when they end
03Where the new money goes
What will Cumberland Farms do with the money it raises?
- Repay the New USD and New EUR Term Loan FacilitiesNo amount to be repaid is in the filing yet. Principal at Jun 30, 2026 was $2,307 million and $2,350 million. The F-1/A attaches these amounts to the two currencies in opposite order on different pages, so this page does not assign them. Rates are SOFR plus 3.25% and EURIBOR plus 3.50%, due February 2031. About $119 million of the euro loan was repaid on Aug 28, 2026.Amount not fixed
- Repay the Floating Rate PIK Notes (notes whose interest can be added to the debt instead of paid in cash)No amount to be repaid is in the filing yet. Principal was $522 million at Jun 30, 2026. The rate is SOFR, with a 0.50% floor, plus 7.50%, and the notes mature in 2028.Amount not fixed
- General corporate purposesAny money left after the repayments, per the F-1/A. No amount is stated.Amount not fixed
The F-1/A gives no amounts and says management will have broad discretion. Net proceeds of the Apollo preferred shares go to the same uses.
Only the shares the company sells raise money for it; money from shares sold by existing stockholders goes to them.
04Key dates
What are the key dates for the Cumberland Farms IPO?
| Event | Date | Source |
|---|---|---|
| Registration statement (F-1) filed publicly | EDGAR filing record, Cumberland Farms Ltd, CIK 0002123232 (read Nov 5, 2026) | |
| Amendment (F-1/A) filedThe cover says as filed Sep 3, 2026; EDGAR's filing date is Sep 4. | EDGAR filing record, Cumberland Farms Ltd, CIK 0002123232 (read Nov 5, 2026); Form F-1/A, Amendment No. 1 to registration statement (filed Sep 4, 2026) | |
| Expected pricingNot yet stated in a filing. | Not yet stated | Form F-1/A, Amendment No. 1 to registration statement (filed Sep 4, 2026) |
| First tradeNot yet stated in a filing. | Not yet stated | Form F-1/A, Amendment No. 1 to registration statement (filed Sep 4, 2026) |
| Lock-up ends180 days after the prospectus date, which is not yet set. | Not yet stated | Form F-1/A, Amendment No. 1 to registration statement (filed Sep 4, 2026) |
Learn: IPO lock-up agreements: what they are and when they end
05What it sells
What does Cumberland Farms sell?
Fuel
Gasoline and other road fuel. It brought $11,867 million of FY2025 revenue, 72.6% of the total, and $1,208 million of gross profit. Shares are a Cityfort calculation from F-1/A filed Sep 4, 2026.
Grocery and merchandise
Packaged food and drinks, tobacco and household items. It brought $3,296 million of FY2025 revenue and $914 million of gross profit. Tobacco was 9% to 10% of total revenue across the periods in the F-1/A.
Foodservice
Prepared food and dispensed drinks, including its own Farmhouse coffee and franchises such as Starbucks, KFC, Burger King and Krispy Krunchy Chicken. It brought $646 million of FY2025 revenue and $323 million of gross profit.
Other
Car washes, lottery, ATMs, EV charging, rental income and EG Fuel, its wholesale fuel supply business in Benelux. It brought $534 million of FY2025 revenue and $230 million of gross profit.
Think of it like this
Like a corner shop attached to a gas pump: the pump brings most of the sales, and the shop keeps more of each dollar it sells.
What it does
- Does: Owns and runs 2,170 of its 3,313 sites itself at Jun 30, 2026
- Does: Owns 581 more sites where a dealer, franchisee or retailer runs the non-fuel side
- Does: Works with partner brands such as Esso, Shell, SPAR and Rewe Express
What it does not do
- Does not: Run every site: dealers or other third parties own and operate 562 of its 3,313 sites
- Does not: Trade everywhere as Cumberland Farms: it plans to rebrand 600 to 700 US sites, per its F-1/A filed Sep 4, 2026, and European sites carry fuel brands such as Esso and Texaco
- Does not: Include EG Group's UK, Italian or Australian businesses: its sites are in the US, Germany and Benelux
06Who pays it
Who pays Cumberland Farms?
Drivers buying fuel
73%
of revenue
Fuel paid at the pump. At some dealer-run sites, fuel revenue is instead a sale to the dealer or distributor, per the F-1/A. It gives no split between these.
Shoppers inside the store
20%
of revenue
Packaged food and drinks, tobacco and household items.
People buying prepared food and drinks
4%
of revenue
Coffee, dispensed drinks and hot food, including franchised brands.
Users of other services
3%
of revenue
Car washes, lottery, ATMs, EV charging, tenants and wholesale fuel customers.
- Drivers buying fuel73%
- Shoppers inside the store20%
- People buying prepared food and drinks4%
- Users of other services3%
How spread out the customers are
Shares are by product, a Cityfort calculation from F-1/A filed Sep 4, 2026. The F-1/A gives no split by customer and no customer-concentration figure. By region, US sites brought 45.3% of FY2025 revenue and Europe 54.7% (same calculation).
07How the money flows · FY2025
How does money flow through Cumberland Farms?
Money in
- Revenue (fuel, grocery and merchandise, foodservice, other)$16.3B
- Other income, interest income, tax benefit and disposal gain$370M
The company
Cumberland Farms
$16.7B came in
Money out
- Cost of goods sold$13.7B
- Selling, general and administrative$2.1B
- Depreciation and amortization$260M
- Impairment charges (non-cash)$185M
- Interest expense, including debt extinguishment$668M
- Net loss−$145M
- Customers paid $16,343 million in FY2025. Other items added $370 million, including $176 million of other income, $127 million of interest on loans to the parent and a $60 million tax benefit.
- Other income included $152 million of foreign-exchange gains, which are not from running stores.
- Buying the fuel and goods it sold took $13,668 million, leaving gross profit of $2,675 million.
- Selling and overhead costs took $2,077 million, depreciation and amortization $260 million, and impairment charges $185 million. With a $2 million disposal gain, operating income was $155 million.
- Interest expense was $668 million, including $34 million lost on repaying debt early. Costs were $145 million more than the money that came in, which is the net loss.
08Where the money goes · FY2025
Where does $100 of Cumberland Farms' money go?
Cumberland Farms · FY2025
Receipt for every $100
| Cost of goods sold | $81.8 |
|---|---|
| Selling, general and administrative | $12.4 |
| Depreciation and amortization | $1.6 |
| Impairment charges | $1.1 |
| Interest | $4.0 |
| Loss (spent more than came in) | −$0.9 |
| Total | $100 |
Each line = amount ÷ total money in × 100. Lines may not add to exactly $100 because of rounding.
How this is worked out
Cityfort calculation from F-1/A filed Sep 4, 2026. Of every $100 that came in during FY2025 (revenue of $16,343 million plus $370 million of other income, interest income, a tax benefit and a disposal gain). Each line = line ÷ total money in × 100; the loss line is negative, so the lines add to 100.
09What it needs to run
What does Cumberland Farms need to run?
Fuel supply
Its largest fuel supplier was 31% of operating expenses and cost of goods sold in the six months to Jun 30, 2026. Supply terms run 1 to 9 years, some with minimum volumes and fees for falling short.
Sites and land
Of 2,716 stores, land is leased at 1,780 and owned at 936, leaving out franchised and third-party locations. Leases run 1 to 78 years.
Partner brands
Fuel brands such as Esso, Shell and Marathon, merchandise brands such as SPAR and Rewe Express, and food brands such as Starbucks and KFC. Their agreements can end or fail to renew, per the F-1/A.
People
23,667 employees at Dec 31, 2025, per the F-1/A.
10Why it makes money
Why does Cumberland Farms make money?
Fuel brings most of the sales, but interest took more than running the stores left over.
Fuel was 72.6% of FY2025 revenue but 45.2% of gross profit, a Cityfort calculation from F-1/A filed Sep 4, 2026. The company says fuel brings traffic to its sites. Operating income was $155 million, against interest expense of $668 million.
Gross profit per $100 of revenue (Cityfort calculation from F-1/A filed Sep 4, 2026)
$14.9$16.4
FY2023 to FY2025
- Buy fuel in bulk from suppliers such as Esso and Marathon
- Sell it at the pump, which the company says brings traffic to its sites
- Sell food, drinks and tobacco inside the store
- Use the SmartRewards loyalty program to bring members back
- Pay for stores, staff and interest on the debt from what is left
↺ Step 5 feeds back into step 1.
11Business segments · FY2025
Which businesses make up Cumberland Farms?
United States
45%1,535 sites in 24 states at Jun 30, 2026, mostly run by the company. The F-1/A links the 8% revenue fall in FY2025 to lower fuel volume and lost market share. Shares are a Cityfort calculation from F-1/A filed Sep 4, 2026.
Revenue $7.4B
Europe
55%1,778 sites in Germany and Benelux at Jun 30, 2026, with more run by dealers and partners. Revenue was flat in FY2025, per the F-1/A.
Revenue $8.9B
How the mix changed
- United States
- Europe
Revenue by segment, FY2023 to FY2025.
US$
See the numbers
12Competitors and what protects it
Who does Cumberland Farms compete with?
What protects the business
Each strength is scored 1 (weak) to 5 (strong) for the business, with the reason. It is not a rating of the share.
- Number of sites3 of 5
3,313 sites at Jun 30, 2026. Rankings of #5 in the US and #4 in Europe are by store count, according to NACS and Straits Research, as cited in the F-1/A.
- Loyalty program3 of 5
SmartRewards, relaunched in March 2025, had about 8 million members at Jul 31, 2026, and made up over 28% of transactions in July 2026, per the company.
- Brand2 of 5
The company plans to move 600 to 700 US sites from older regional names to Cumberland Farms over 5 years, per its F-1/A filed Sep 4, 2026. It had completed 104 rebrands at Jul 31, 2026.
- Supplier position2 of 5
Its largest fuel supplier was 31% of operating expenses and cost of goods sold in the six months to Jun 30, 2026, and some contracts set minimum volumes.
Weak spot
US fuel volume
US fuel volume fell 3.5% in FY2025. The F-1/A links this to lost US market share in the first half, before a reset of its US fuel pricing.
13Where growth could come from
Where could Cumberland Farms' growth come from?
Cumberland Farms says in its F-1/A (filed Sep 4, 2026) that it expects to convert about 600 to 700 US stores to the Cumberland Farms name over five years. It says reducing debt comes first, with smaller acquisitions selectively.
US rebranding
Early104 rebrands completed at Jul 31, 2026, against a plan of 600 to 700 over 5 years (F-1/A filed Sep 4, 2026)
The company's plan is about 120 to 140 sites a year, moving older regional names such as Tom Thumb and Sprint to Cumberland Farms.
Status: Early, too early to judge.
German rebranding
Early250 non-REWE Express stores over 5 years, about 50 a year (F-1/A filed Sep 4, 2026)
The company says it plans to move these stores to the Cumberland name. It had converted 162 German stores to REWE Express at Jun 30, 2026.
Status: Early, too early to judge.
Krispy Krunchy Chicken
EarlyPlanned for about 300 locations by 2028 and 500 by 2030 (F-1/A filed Sep 4, 2026)
These are the company's own plans for prepared food in its US stores. Foodservice revenue was $646 million in FY2025.
Status: Early, too early to judge.
Coen Markets acquisition
New$271 million cash, net of cash acquired, closed Jun 1, 2026 (F-1/A)
It added 54 company-run sites, 20 third-party sites and 3 in development.
Status: New, recently announced.
SmartRewards loyalty
EarlyAbout 8 million members at Jul 31, 2026 (F-1/A)
The company says members bought about 5% more fuel gallons per fill and spent about 7% more inside per basket than non-members, from March 2025 to July 2026.
Status: Early, too early to judge.
Status compares progress with what the company itself said it would do: Working = on track against what the company said; Mixed = partly on track; Behind = behind the company's own plan; New = recently announced; Early = too early to judge.
14The numbers · Consolidated · US$
How has Cumberland Farms done?
Revenue
$16.3BFY2025
Revenue fell from $18,105 million in FY2023 to $16,343 million in FY2025, and was $8,968 million in the six months to Jun 30, 2026, up from $7,944 million a year earlier.
US$
See the numbers
Net profit
−$145MFY2025
FY2023 net income of $1,880 million included $1,550 million from discontinued operations and a $916 million disposal gain; net losses were $270 million in FY2024, $145 million in FY2025 and $244 million in the six months to Jun 30, 2026.
US$
See the numbers
Profit kept per $100 of revenue
−$0.9FY2025
Cumberland Farms lost $0.9 for every $100 of revenue in FY2025 and $1.6 in FY2024, against $10.4 kept in FY2023 with its one-off gains; EBITDA here is a Cityfort calculation from F-1/A filed Sep 4, 2026: operating income plus depreciation and amortization.
$ of profit per $100 of revenue (net margin)
See the numbers
Free cash flow
−$114MFY2025
Operating cash flow was $122 million in FY2025 and $65 million in the six months to Jun 30, 2026; free cash flow (Cityfort calculation from F-1/A filed Sep 4, 2026) was negative in both, at $114 million and $69 million.
US$ · cash from operations minus spending on plants and equipment
See the numbers
See all yearly numbers
EBITDA here = operating income plus depreciation and amortization (from the cash flow statement). Fiscal years are the company's own (December 31). Net profit is the share belonging to the company's owners.
Latest part-year · Six months ended Jun 30, 2026 (6 months to Jun 30, 2026)
- Revenue
- $9.0B
- EBITDA
- $312M
- Net profit
- −$244M
A part-year can't be compared with a full year. Audited figures from the F-1/A (interim period unaudited), converted from US$ million to US$ million.
15The company's own measures · FY2025 to Jul 31, 2026 (dated on each item)
What do Cumberland Farms' own measures show?
Official (GAAP): Pre-tax loss from continuing operations, FY2025
−$205M
Company's own measure: Adjusted EBITDA, FY2025
$693M
The company's measure. It starts from its own EBITDAOperating profit before wear-and-tear charges (depreciation and amortization). As a margin: per $100 of sales. of $591 million, adds back impairment ($185 million), restructuring ($41 million), pre-IPO costs ($16 million), transaction costs ($12 million) and litigation ($4 million), and removes foreign-exchange gains ($152 million) and small gains. This page's EBITDA (operating income plus depreciation and amortization) was $415 million.
Official (GAAP): Pre-tax loss from continuing operations, six months to Jun 30, 2026
−$205M
Company's own measure: Adjusted EBITDA, six months to Jun 30, 2026
$352M
Same definition. It leaves out foreign-exchange losses of $74 million, a $33 million impairment of loans to the parent, and pre-IPO costs of $20 million, among others.
Official (GAAP): United States segment revenue, FY2025
$7.4B
Company's own measure: United States segment adjusted EBITDA, FY2025
$360M
The F-1/A's segment measure, before unallocated overhead, so it is not the same as company Adjusted EBITDA. It fell 25% from $480 million in FY2024, and the filing links that to lower fuel gross profit after a US fuel pricing reset.
Official (GAAP): Europe segment revenue, FY2025
$8.9B
Company's own measure: Europe segment adjusted EBITDA, FY2025
$364M
The F-1/A's segment measure, before unallocated overhead. It was $359 million in FY2024. The two segments total $724 million in FY2025 and are not added to company Adjusted EBITDA.
Official (GAAP): Revenue, FY2025
$16.3B
Company's own measure: Inside sales, FY2025
$3.9B
The company's measure of sales inside the store: grocery and merchandise revenue plus foodservice revenue. Inside gross margin was 31.4% in FY2025.
Official (GAAP)
No official figure measures this; it is the company's own operating measure.
Company's own measure: Fuel volume, FY2025
2,761 million gallons
As the company counts it. Volume was 2,837 million gallons in FY2024, and 1,307 million in the six months to Jun 30, 2026 against 1,356 million a year earlier.
Official (GAAP)
No official figure measures this; it is the company's own operating measure.
Company's own measure: Fuel margin, FY2025
43.8 cents per gallon
The company's measure of fuel gross profit per gallon. It was 50.3 cents in the six months to Jun 30, 2026, against 40.8 cents a year earlier.
Official (GAAP)
No official figure measures this; it is the company's own operating measure.
Company's own measure: SmartRewards loyalty members, Jul 31, 2026
8 million (about)
As the company counts them. It says members made up over 28% of transactions in July 2026.
These are the company's own measures, defined by the company. They are not comparable across companies, and they are not added together. Each sits beside the nearest official (GAAP) figure.
Learn: Non-GAAP measures: what a company's "adjusted" numbers leave out
16Financial strength · Jun 30, 2026
How much debt does Cumberland Farms have?
- Total debt$5.8B
- Cash and investments$1.0B
- Net debt (debt minus cash)$4.8B
- Net worth (shareholders' money)$1.0B
- Debt to equity
- 5.8×
- $ of debt for every $1 of shareholders' money
- Net debt of $4,808 million and debt to net worth of 5.8 are Cityfort calculations from F-1/A filed Sep 4, 2026. Debt is from its capitalization table: net of issuance costs, without accrued interest.
- Leases are not counted as debt here: $605 million of non-current finance leases and $1,483 million of operating leases at Jun 30, 2026.
- In July 2026 the company fully redeemed about $720 million of its USD Senior Secured Notes, using proceeds of the parent's Australian sale.
- On Aug 28, 2026 it repaid about $119 million of its New EUR Term Loan Facility, using proceeds of the parent's French sale.
- Net worth here is net parent investment, because the company is carved out of EG Group and has no separate equity history.
- Loans due from the parent were carried at $532 million at Jun 30, 2026, after a $33 million impairment in the second quarter of 2026.
- The company guarantees a loan of about $1,174 million made in May 2023 to a partnership holding properties it sold and leased back; the F-1/A gives no later balance. The guarantee liability was $180 million at Jun 30, 2026.
17Who owns it before the IPO · Sep 4, 2026
Who owns Cumberland Farms before the IPO?
From the prospectus table of principal stockholders. Holdings fall after the IPO when new shares are sold; the prospectus also shows the holding after the offering.
18Who runs it
Who runs Cumberland Farms, and did they deliver?
Russell Colaco
Chief Executive Officer and director · since 2025
Group Chief Financial Officer from June 2024; previously CFO of Foster Farms.
Mark Segal
Chief Financial Officer · since 2025
Previously CFO of Spin Master Corp.
Erik Chalut
Chief Legal Officer · since 2025
Previously General Counsel of Weber LLC.
Laurent Grobet
President, Europe · since 2025
Country Manager for Benelux from 2020 until 2025.
Michael Leon
Chief Accounting Officer · since 2025
Previously Chief Accounting Officer of JELD-WEN Holding.
Robert Swan
Chief Human Resource Officer · since 2026
Previously Chief Human Resource Officer of Akumin Inc.
Roland Smith
Director and Chair · since 2026
Formerly Chair and CEO of Office Depot. The board determined him independent.
Stuart Rose
Director · since 2021
Chair from January 2021 to January 2026. The board determined him independent.
Gary Lindsay
Director · since 2016
Managing Partner of TDR Capital and a director of Asda.
Robert Dennis
Director · since 2025
Retired partner of KPMG LLP US, where he worked until September 2021. The board determined him independent.
Steven DeSutter
Director · since 2025
The board determined him independent.
19Governance signals
What do Cumberland Farms' governance filings show?
- Auditor
- KPMG LLP, since 2025
- Auditor changes
- None in the period covered
- Audit qualifications
- None reported
- Related-party dealings
- Cumberland Farms deals heavily with its parent. Aggregate principal of loans to the parent was $1,880 million at Jun 30, 2026, and interest on the cash-settled part was $127 million in FY2025. It also has dealings with Asda, which shares shareholders with the parent. A written related-party policy starts at closing, per the F-1/A.
- Credit rating
- No public credit rating found
Flags to know about
other
Material weaknesses in internal control
The F-1/A reports material weaknesses in five areas: control environment, risk assessment, control activities, information and communication, and monitoring. It cites too few qualified accounting staff, no formal risk process and IT controls.
other
Controlled company
EG Group Limited will hold more than 50% of the votes. The company says it does not currently intend to use the Nasdaq exemptions, but could later.
disclosure
Less reporting as a foreign private issuer
As a foreign private issuer it need not file 10-Qs or 8-Ks and is outside the US proxy rules and Regulation FD, and may follow home-country governance practices, per the F-1/A.
disclosure
No stand-alone history
The company was carved out of EG Group, and the F-1/A says historical allocations may not match what it would have paid alone.
related party
Related-party policy only from closing
Loans to the parent and dealings with Asda came before the written policy that starts at closing, per the F-1/A.
20Group and related parties
How much does Cumberland Farms rely on related parties?
- Loans to the parent had aggregate principal of $1,880 million at Jun 30, 2026, at SONIA plus 6.55%. Only $532 million is carried as an asset; the rest sits within net parent investment.
- The parent repaid $538 million of those loans in the six months to Jun 30, 2026. That repayment sits in investing cash flow, which was a positive $136 million in the period.
- Net contributions from the parent were $686 million in FY2025 and $335 million in the six months to Jun 30, 2026.
- Proceeds of the parent's Australian and French sales paid down the company's debt in July and August 2026.
- In 2023 the group sold most of its UK business to Asda, which shares shareholders with the parent, for $2,466 million. The net payable to Asda was $23 million at Jun 30, 2026.
- A Shareholder's Agreement gives EG Group the right to name at least 50% of the board at 50% ownership or more, though it is not currently using that right. The rights step down to none below 10%.
21Legal cases · as of Sep 4, 2026
What legal cases does the Cumberland Farms offer document list?
Outstanding cases
Cases are listed as the offer document describes them. A pending case is an allegation until a court or regulator decides it.
22What could go wrong
What could go wrong for Cumberland Farms?
- Raw-material prices
Fuel prices and demand
Wholesale fuel costs rose from March 2026 with the conflict in Iran and the Middle East, per the F-1/A. Fuel gallons fell from 710 million to 676 million in the second quarter of 2026.
Watch Fuel gallons and fuel gross profit in the next filing.
- Debt
Debt and interest
Total debt was $5,822 million at Jun 30, 2026, before about $720 million and $119 million of later repayments. FY2025 interest expense of $668 million was above operating income of $155 million.
Watch Debt after the offering, once an amended F-1 states the as-adjusted figures.
- Concentration
Reliance on partners and a few fuel suppliers
Its largest fuel supplier was 31% of operating expenses and cost of goods sold in the six months to Jun 30, 2026. Missing minimum volumes can bring fees or termination, per the F-1/A.
Watch The largest supplier's share in the next filing.
- Regulation
Tobacco rules and taxes
Tobacco was 9% to 10% of revenue across the periods in the F-1/A. It lists tobacco taxes, flavor bans and loss of licenses as risks.
Watch New tobacco or nicotine rules in its main states and countries.
- Concentration
Concentration in a few regions
The F-1/A flags reliance on the US Northeast, Florida, Germany and Benelux, where competitors can open nearby or weather can hurt trade.
Watch Same-store fuel gallons by region in later filings.
- Execution
Reorganization and deals may not deliver
The F-1/A says the reorganization, divestitures and acquisitions may not bring the expected results, and that its effective tax rate may rise.
Watch Whether later filings report the sites and costs the company planned.
- Currency
Exchange-rate swings
Results move with exchange rates. Foreign-exchange items were a $152 million gain in FY2025 and a $74 million loss in the six months to Jun 30, 2026.
Watch The foreign-exchange line in other income.
- Regulation
Environmental and safety costs
The F-1/A lists environmental, health and safety costs from running fuel sites as a risk.
Watch Environmental liabilities in later filings.
23Risks of the offer
What risks does the Cumberland Farms offer document flag?
Size and price not yet set
The F-1/A leaves the price range, shares offered, money raised and share count after the offering blank. Every number in its dilution section is also blank.
Preferred shares rank ahead
The $500.0 million of Apollo preferred shares rank ahead of ordinary shares on liquidation, can dilute them on conversion, can restrict dividends and carry consent rights, per the F-1/A.
EG Group keeps voting control
The company will be a controlled company under Nasdaq rules, and the F-1/A says EG Group's interests may differ from other holders'. It could later use the exemptions it does not currently intend to use.
Weak internal controls
The F-1/A reports material weaknesses in five areas of internal control, including too few qualified accounting staff.
Less disclosure than a US company
As a foreign private issuer it need not file 10-Qs or 8-Ks, and is outside the proxy rules and Regulation FD, per the F-1/A.
Broad discretion over the money
The stated uses are debt repayment, then general corporate purposes. The F-1/A gives no amounts and says management will have broad discretion.
Shares unlocked after 180 days
Substantially all holders agree to a 180-day lock-upA period after an IPO when insiders agree not to sell their shares. Learn more, which BofA Securities and Goldman Sachs can end early. EG Group also has demand and piggyback registration rights.
No dividends expected
The F-1/A says the company does not expect to pay dividends on ordinary shares, and the preferred share terms limit them.
24How it got here
How did Cumberland Farms get here?
2001
Milestone
Euro Garages founded
Zuber Issa bought a single fuel site in Bury, England, and was later joined by his brother Mohsin Issa.
2014
Milestone
TDR invests
Funds of TDR Capital invested through European Forecourt Retail Group, which had operations in Benelux and France.
2016
Business-model change
EG Group formed
European Forecourt Retail Group combined with Euro Garages to form EG Group.
2019
Business-model change
Buys Cumberland Farms
The purchase of 570 Cumberland Farms sites closed in October 2019, part of a 2018 to 2022 run that also added about 760 Kroger sites.
2023
Business-model change
Sells UK business and US properties
The group sold most of its UK business to Asda for $2,466 million, and in May sold and leased back 414 US properties for about $1,494 million.
2025
Business-model change
New CEO and US fuel pricing reset
Russell Colaco became CEO in April 2025. US fuel volume fell 3.5% that year, and US segment adjusted EBITDA fell 25%, per the F-1/A.
2026
Milestone
Coen Markets bought; Australia and France sold
It bought Coen Markets on Jun 1. The sale of the group's Australian business closed on Jun 30 and the French sale on Jul 31.
2026
Milestone
Renamed and filed publicly
LuxBridge International took the Cumberland Farms name in June 2026. It filed Form F-1 on Jul 2 and an F-1/A on Sep 4.
25Both sides
What do supporters and critics point to?
What supporters point to
- Revenue was $8,968 million in the six months to Jun 30, 2026, up from $7,944 million a year earlier.
- Income from operations rose from $19 million to $166 million over the same periods.
- Fuel gross profit rose from $553 million to $657 million over the same periods.
- Interest expense fell from $853 million in FY2023 to $668 million in FY2025.
- About $720 million of notes were redeemed in July 2026, and Apollo funds agreed to buy $500.0 million of preferred shares, conditional on the IPO.
What critics point to
- Net loss was $145 million in FY2025 and $244 million in the six months to Jun 30, 2026.
- Total debt was $5,822 million at Jun 30, 2026, before later repayments, against $65 million of operating cash flow in the six months to that date.
- Fuel gallons fell from 1,356 million to 1,307 million in the first half of 2026, and the F-1/A links the revenue rise mainly to fuel prices.
- Free cash flow was negative in each of FY2023, FY2024 and FY2025 (Cityfort calculation from F-1/A filed Sep 4, 2026).
- The F-1/A reports material weaknesses in five areas of internal control.
26What to watch next
What should you watch next for Cumberland Farms?
Next event
Amended F-1 (F-1/A) with a price range and share count
Date not announced yet.
Price range and share count
An amended F-1 would state the shares offered, the price range, the money raised and the share count after the offering.
EG Group's stake after the offering
Every ownership percentage is blank in the F-1/A filed Sep 4, 2026.
How much debt the money repays
The F-1/A names the term loans and PIK Notes but leaves the amounts blank. Total debt was $5,822 million at Jun 30, 2026, before later repayments.
Fuel gallons
Gallons fell from 1,356 million to 1,307 million in the first half of 2026, while fuel margin rose. Later filings show whether that continues.
Internal controls
Progress on the material weaknesses in five areas reported in the F-1/A.
27Key facts
Key facts about Cumberland Farms
- What does Cumberland Farms do?
- Cumberland Farms (Cumberland Farms Limited, Charlotte, North Carolina) runs convenience stores with fuel in the US and Europe. It had 3,313 sites at Jun 30, 2026: 1,535 in the US and 1,778 in Germany and Benelux, per its F-1/A filed Sep 4, 2026.
- How does Cumberland Farms make money? What is its business model?
- Cumberland Farms earns the gap between what it pays for fuel and goods and what customers pay. In FY2025 revenue was $16,343 million and gross profit $2,675 million, per its F-1/A. Operating income was $155 million after running costs.
- Who are Cumberland Farms' customers?
- Cumberland Farms sells mainly to drivers and shoppers at its sites, and its F-1/A gives no split by customer type. US sites brought $7,408 million of FY2025 revenue and European sites $8,935 million.
- How big is Cumberland Farms, and is it profitable?
- Cumberland Farms had FY2025 revenue of $16,343 million and a net loss of $145 million, per its F-1/A. The net loss was $244 million in the six months to Jun 30, 2026, on revenue of $8,968 million.
- What is Cumberland Farms' revenue by segment?
- Cumberland Farms reports two segments. In FY2025 the United States brought $7,408 million of revenue and Europe $8,935 million, per its F-1/A. In the six months to Jun 30, 2026 they brought $4,050 million and $4,918 million.
- How much does Cumberland Farms earn from fuel?
- Cumberland Farms' fuel revenue was $11,867 million in FY2025, down from $12,555 million in FY2024, per its F-1/A. Fuel gross profit was $1,208 million in FY2025, on 2,761 million gallons sold.
- How much does Cumberland Farms earn from grocery and merchandise?
- Cumberland Farms' grocery and merchandise revenue was $3,296 million in FY2025, down from $3,316 million in FY2024, per its F-1/A. Gross profit from packaged food and drinks, tobacco and household items was $914 million in FY2025.
- How much does Cumberland Farms earn from foodservice?
- Cumberland Farms' foodservice revenue, from prepared food and dispensed drinks, was $646 million in FY2025, up from $639 million in FY2024, per its F-1/A. Foodservice gross profit was $323 million in FY2025.
- Who owns Cumberland Farms before the IPO?
- Cumberland Farms' F-1/A filed Sep 4, 2026 names EG Group Limited as its direct parent and only 5% holder, with percentages blank. EG Group's ultimate principal shareholders are TDR Funds and founders Mohsin Issa and Zuber Issa.
- What is the Cumberland Farms IPO?
- Cumberland Farms filed a Form F-1 on Jul 2, 2026 and an F-1/A on Sep 4, 2026 to list ordinary shares on Nasdaq under the proposed ticker CMBY. Only the company sells shares; the share count and price range are not yet in the filing.
28Sources and changes
Where every number on this page comes from
Sources (2 documents)
- S1Form F-1/A, Amendment No. 1 to registration statement (filed Sep 4, 2026) · Cumberland Farms Limited (SEC EDGAR) · Tier 1: company or exchange filing · Sep 4, 2026
- S3EDGAR filing record, Cumberland Farms Ltd, CIK 0002123232 (read Nov 5, 2026) · U.S. Securities and Exchange Commission · Tier 1: company or exchange filing · Nov 5, 2026
Changes to this page (v1 · Nov 5, 2026)
- v1 · Nov 5, 2026First version, based on the F-1/A filed Sep 4, 2026. (first version, based on the F-1/A)
Numbers come only from tier 1 and tier 2 sources. Read how we research.
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