DEF 14A of ARKO Corp., Apr 20, 2026

DEF 14A of ARKO Corp.

Filed Apr 20, 2026 · FY20250001193125-26-162839

Open on EDGAR

  1. Director Nominees

    Director Nominees Arie Kotler has served as the Chairman and Chief Executive Officer of ARKO since the Business Combination in which GPM became our wholly owned subsidiary, and as President since January 15, 2021. Mr. Kotler has also served as Chief Executive Officer and Chairman of APC, since its formation in July 2025 and as Chief Executive Officer and President of GPM, since September 2011 and April 2015, respectively. From November 2005 through December 2020, Mr. Kotler served as Chairman and Chief Executive Officer of Arko Holdings, Ltd. (“Arko Holdings”), which was a publicly traded company on the Tel Aviv Stock Exchange and GPM’s controlling owner until the Business Combination when it merged with Haymaker Acquisition Corp. II (“Haymaker”) to form ARKO. Through November 2005, Mr. Kotler served as the Chairman of GPM after forming GPM and initiating and managing the acquisition of fas mart and shore stop in 2003. From 2011 to 2014, Mr. Kotler served as a director and, from 2012 to 2014, he served as Chairman of Malrag 2011 Engineering and Construction Ltd., formerly a publicly traded company on the Tel Aviv Stock Exchange. Since 2011, Mr. Kotler has served as Chairman of Ligad Investments & Building Ltd., a corporation which was publicly traded on the Tel Aviv Stock Exchange until it was taken private in January 2013, and which is currently 50% owned by the Company. Through his in-depth knowledge of our business, along with his industry and public company experience, Mr. Kotler is instrumental in setting strategic direction and developing and executing financial and operating strategies. Andrew R. Heyer, one of our directors since the closing of the Business Combination and our lead independent director since June 2023, served as President and a director of Haymaker from its inception until the closing of the Business Combination. Mr. Heyer has served on the board of directors of APC (the “APC Board”) since February 2026. Mr. Heyer is a finance professional with more than 40 years of experience in investing in the consumer and services industries, and he has advised large private equity firms on leveraged finance strategies. Mr. Heyer was an officer and director of Haymaker Acquisition Corp. 4 before its merger with Suncrete, Inc. (NYSE: RMIX), a pure-play ready-mix concrete company, in April 2026, and he has served on the board since such time. Mr. Heyer was an officer and director of Haymaker Acquisition Corp. I before its merger with OneSpaWorld Holdings (NASDAQ: OSW) in March 2019, where he continues to serve on the board. Mr. Heyer was an officer and director of Haymaker Acquisition Corp. III before its merger with biote, Corp. (NASDAQ: BTMD), a provider of preventative healthcare, in May 2022, and he has served on the board since such time. Since 2010, Mr. Heyer has also served as a board member of The Lovesac Company (NASDAQ: LOVE), a branded retailer of technology-forward furniture. Mr. Heyer is the Chief Executive Officer and founder of Mistral Equity Partners, a private equity fund founded in 2007 that invests in the consumer industry. Previously, Mr. Heyer served on the board of following companies: Coliseum Acquisition Corporation (NASDAQ: MITA), a special purpose acquisition company; Tastemaker Acquisition Corporation (NASDAQ: TMKRU), a special purpose acquisition company; AF Acquisition Corporation (NASDAQ: AFAQ), a special purpose acquisition company; Hain Celestial Group, Inc. (NASDAQ: HAIN), a natural and organic food and products company; XpresSpa Group, Inc. (NASDAQ: XSPA), a health and wellness services company; Insomnia Cookies, a retailer of desserts open primarily in the evening and nighttime; Accel Foods, an incubator and investor in early stage food and beverage companies; Las Vegas Sands Corp., a casino company; El Pollo Loco Holdings, Inc., a casual Mexican restaurant; and Reddy Ice Holdings, Inc., a manufacturer of packaged ice products. Mr. Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Mr. Heyer is qualified to serve as a director due to his extensive finance, investment and operations experience. Sherman K. Edmiston III, one of our directors since the closing of the Business Combination. Mr. Edmiston has served as the Managing Member of HI CapM Advisors, Ltd, a firm providing strategic and financial advice to corporations, private equity firms and hedge funds, since August 2016. Mr. Edmiston has also served on the APC Board since February 2026. From November 2009 through December 2015, Mr. Edmiston served as managing Director of Zolfo Cooper LLC (now Alix Partners), where he provided strategic, capital structure and operational advisory services to corporations and investment firms. Mr. Edmiston currently serves on the board of directors of the following companies: GTT Communications, Inc., a multinational provider of telecommunications and internet services; Key Energy Services, Inc., a leading provider of oilfield services in the Permian and Williston Basins and Real Alloy, a market leader in third-party aluminum recycling and specification alloy production for packaging, automobile and aerospace industries. Formerly, Mr. Edmiston served on the board of directors of the following companies, in addition to others: Aludyne, a global supplier of aluminum and iron components for the automotive industry; Arch Resources, Inc. (NYSE: ARCH), a leading producer of metallurgical products for the global steel industry; Continental Global Material Handling, a leading US manufacturer of material handling and conveyor equipment; Harvey Gulf International Marine, LLC, specializing in providing Offshore Supply, Fast Supply, and Multi-Purpose Support Vessels for deepwater operations in the U.S. Gulf of America and abroad; and Mallinckrodt SpecGX LLC (NYSE:MNK), a leading developer and manufacturer of high-quality specialty generic drugs. Mr. Edmiston holds a B.S. in Mechanical Engineering from Arizona State University and an M.B.A. from the University of Michigan. We believe that Mr. Edmiston is qualified as a director because of his strategic planning, financial and board leadership expertise and his experience working with companies undergoing major transitions as a principal investor, investment banker and advisor. Avram (Avi) Friedman, one of our directors since June 2023 has also served on the APC Board since February 2026. Mr. Friedman was an Adjunct Associate Professor of Business at Columbia Business School from 2021 through January 2025. From 2001 to 2020, Mr. Friedman worked at Davidson Kempner Capital Management LP (“Davidson Kempner”), a global investment management firm with approximately $37 billion in assets under management and over 500 employees across seven global offices. Mr. Friedman was a Managing Member of the firm from 2006 through 2020. During his time at Davidson Kempner, Mr. Friedman co-managed the firm’s credit portfolios, including distressed investments, high yield, convertible arbitrage, real estate and structured products. In addition to portfolio management, Mr. Friedman also served on various investment and risk committees. Prior to Davidson Kempner, Mr. Friedman was a vice president at Nomura Securities Special Situations Investment Trust from 2000 to 2001 and a Director in the Special Situations Group at PricewaterhouseCoopers Securities LLC from 1995 to 2000. Previously, Mr. Friedman was a Director of GPM from 2014 to 2020. Mr. Friedman holds a B.A. in Psychology from York University Toronto, Canada, and a Master of Management (concentration in Finance) from Northwestern University’s Kellogg School of Management. We believe that Mr. Friedman is qualified as a director because of his financial expertise and his experience working with companies as an investment manager and principal advisor.

  2. Director Nominees

    Laura Shapira Karet, one of our directors since June 2023, has over 30 years of experience in the grocery and consumer products industries. Ms. Karet is currently the Chief Executive Officer and Founder of Who Brew, LLC formed in 2023, a franchisee of the fast-growing 7 Brew brand. From 2012 to 2023, Ms. Karet served as the Chief Executive Officer of Giant Eagle, one of the nation’s largest retailers with approximately 32,000 team members and $11 billion in annual sales. She also served as the chairman of Giant Eagle’s board of directors. From 2000 to 2012, Ms. Karet served in a variety of executive roles at Giant Eagle, including leading merchandising, store operations, the convenience store business, the pharmacy business and strategy. Ms. Karet started the extremely successful GetGo convenience store brand and grew it to approximately 275 stores. During her tenure at Giant Eagle, Ms. Karet was noted for a variety of innovations, including enhancing manufacturing and fresh food production capabilities that led to expanded product offerings. She also focused on applying next generation technologies such A.I., robotics, and automation to retail, e-commerce, customer behavior and supply chains to streamline operations in stores and online. Prior to joining Giant Eagle, Ms. Karet was a marketing executive at the Sara Lee Corporation from 1997 to 2000 and a brand manager at the Procter & Gamble Company from 1990 to 1997, where she oversaw such household names as Secret antiperspirant, Folgers coffee, and Crisco. Ms. Karet is a Trustee for the Brookings Institution and the Committee for Economic Development and she serves on the board of the Crane Group, Inc., a fourth generation family office operating several diversified companies. She is also a member of the Council on Foreign Relations. Ms. Karet holds a bachelor’s degree in English from Amherst College. We believe that Ms. Karet’s significant retail experience provides our Board with an important resource with respect to our store operations, marketing and merchandising. Yona Fogel has served as a director since December 2025. Mr. Fogel has more than three decades of experience as an executive in Israel’s banking, energy, and industrial sectors. Mr. Fogel currently focuses on entrepreneurial initiatives in the energy and financial sectors, leveraging his deep operational and strategic experience to build and advise innovative ventures in these fields. In December 2020, Mr. Fogel co-founded and since then serves as Vice Chairman of Med-Red Land Bridge Ltd., a strategic infrastructure venture established in partnership with National Holding of the United Arab Emirates to develop energy and logistics connectivity between the Mediterranean and the Red Sea. From 2007 to 2020, Mr. Fogel served as Chief Executive Officer of Paz Oil Group (“Paz”), Israel’s largest integrated energy company. During his tenure, he also served as Chairman of several of its key subsidiaries, including Paz Ashdod Refinery. Prior to joining Paz, Mr. Fogel held senior leadership roles at Bank Leumi, one of Israel’s leading financial institutions. Over a period of 15 years, he served as executive vice president and head of the retail banking division, overseeing all domestic branch operations, mortgage banking, and digital channels. He also served as Chairman of Leumi Card, the bank’s credit card subsidiary, and was responsible for the operations of the Arab-Israeli Bank, a wholly owned subsidiary of Bank Leumi. In these roles, he led wide-ranging modernization and growth initiatives across the bank’s retail and consumer-finance businesses. Mr. Yona Fogel holds a Bachelor’s Degree in Psychology from Bar-Ilan University, Israel and a Master’s Degree in Psychology from the Hebrew University of Jerusalem, Israel. We believe that Mr. Fogel is qualified as a director because of his financial expertise and his experience working with energy and convenience store companies. Board Diversity. While we do not currently have a formal diversity policy with respect to Board composition, the Board believes it is important for the Board to have gender, racial and ethnicity diversity along with diversity of knowledge base, professional experience and skills. The Nominating and Corporate Governance Committee takes these qualities into account when considering director nominees for recommendation to the Board. We believe diversity enhances our effectiveness.

  3. Executive Compensation Objectives and Philosophy

    Executive Compensation Objectives and Philosophy Our executive compensation strategy is guided by four core guiding principles: alignment to stakeholders; performance focused; competitive; and simple and transparent. Our primary executive compensation objectives are to: • Attract, retain and motivate executives who are capable of advancing the Company’s mission and strategy; and • Reward executives in a manner aligned with the Company’s financial performance. To achieve our objectives, we deliver executive compensation to the NEOs through a combination of the following components: • base salary; • cash bonus opportunities; • equity compensation, including performance-based equity; and • broad-based employee benefits. Our long-term incentive (“LTI”) awards (which may be granted in the form of shares, stock options, time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) or a combination thereof) consists of equity awards linked to Company performance and long-term value creation in an effort to align the interests of the NEOs with our stockholders as described in below, and time-based equity awards intended to foster share ownership that aligns the NEO’s long-term interests with stockholders of the Company. We primarily grant LTI equity in the form of time-based RSUs and PSUs, which awards are designed to attract and retain individuals with the qualifications to manage and lead the Company by motivating such persons to develop professionally and contribute to the achievement of our financial and operational goals. We believe in placing a meaningful portion of the compensation package at risk through the grant of PSUs which align recipients’ long-term interests with those of our stockholders by tying a greater portion of our executives’ compensation to the achievement of our long-term strategic plan and goals, complemented with grants of RSUs, which are designed to promote retention and executive continuity. In order to strengthen stockholder alignment, in 2025, we revised our compensation policy for certain of our middle management employees to provide for an equity bonus program in lieu of a cash bonus program. These equity bonuses generally vest only after one year and contain EBITDA targets (as defined below) similar to those applicable to our NEOs. We primarily use EBITDA as the performance metric for the PSUs issued to NEOs and cash bonuses paid to NEOs, except that our CEO is subject to multiple performance metrics in addition to EBITDA. The performance level is measured versus our Board-approved Annual Budgeted EBITDA (as defined below). This performance metric is also used as the financial performance metric for certain corporate-level and field-level employee cash bonuses. We chose EBITDA as the performance metric for the PSUs because we believe that it is a key indicator of our operating performance and a strong equity valuation metric. “EBITDA” is defined as GPM’s net income plus interest, taxes, depreciation & amortization, (gain)/loss on disposal of assets, impairment charges, acquisition and divestiture costs, other noncash items, and unusual or nonrecurring items. We chose this definition because GPM was our primary operating entity through 2025. “Annual Budgeted EBITDA” is defined as budgeted EBITDA for a fiscal year as approved by the Board within the first 60 days of the fiscal year to which it relates, as may be adjusted by the Board, within its discretion, for mergers and acquisitions, store closures and similar extraordinary non-recurring items. We believe that actual EBITDA is the most relevant performance metric at this point of time for our executives, because (i) we believe EBITDA reflects the Company’s core performance and operational results, (ii) EBITDA is influenced, in part by the efforts of our executives to enhance sales, grow margin and reduce cost and expenses, and (iii) EBITDA is a metric reviewed by our investors when evaluating our Company. For 2020 through 2025, we did not use total shareholder return (“TSR”) as a relevant metric for measuring our executive officers’ performance, other than in 2024 and 2025 for awards granted to Mr. Kotler and in 2023 through 2025 for awards granted to Mr. Mann, because we believe that we have only a limited number of publicly traded peers with similar characteristics and to which we could compare our TSR as a means of determining executive compensation.

  4. Compensation Determination Process; Role of Compensation Consultant and Management

    Compensation Determination Process; Role of Compensation Consultant and Management The Compensation Committee, on behalf of the Board, discharges the Board’s responsibilities relating to compensation of the Company’s directors and executive officers, oversees the Company’s overall compensation structure, policies and programs, and reviews the Company’s processes and procedures for the consideration and determination of director and executive compensation. The primary objective of the Compensation Committee is to develop and implement compensation policies and plans that ensure the attraction and retention of key management personnel, the motivation of management to achieve the Company’s corporate goals and strategies, and the alignment of the interests of management with the long-term interests of the Company’s stockholders. At the beginning of each year, the Board approves the Annual Budgeted EBITDA, which is then used as a metric for our equity LTI and cash awards to our NEOs. The Board periodically reviews the approved Annual Budgeted EBITDA to determine whether adjustments are appropriate as a result of mergers and acquisitions, store closures and similar extraordinary non-recurring items. Pursuant to its charter, the Compensation Committee is authorized to, and has direct responsibility for, the appointment, compensation and oversight of the work of any compensation consultant retained by the Compensation Committee. For the 2025 fiscal year, the Compensation Committee engaged Mercer (US) as its independent compensation consultant to assist with our 2025 compensation program. Mercer (US) has served as the Compensation Committee’s independent compensation consultant since 2021. The Compensation Committee assessed the independence of Mercer (US) pursuant to SEC rules prior to this latest engagement and did not identify any conflict of interest that would prevent it from independently advising the Compensation Committee. In 2025, the compensation consultant attended selected Compensation Committee meetings and advised the Compensation Committee on the following matters, among others: executive compensation peer group review; design and development of performance measures for the CEO Target Bonus (as defined below) and LTI, and advice on the terms of individual employment agreements for executives. Early each year, the Compensation Committee approves equity awards and cash bonuses for the NEOs (other than Mr. Kotler). The awards to the other NEOs are based on recommendations of the CEO, which are based in part on (i) the CEO’s assessment of these executives’ contribution to the Company and the need to retain these executives, and (ii) prior year award amounts. The Compensation Committee additionally considers other factors in making decisions on executive pay adjustments, including individual and company performance, experience, time in position and for roles other than the CEO, the recommendations of the CEO. In 2024, the Compensation Committee reviewed an evaluation prepared by the compensation consultant that included detailed review of the compensation program including base salary, total cash compensation (salary and annual incentives), and total direct compensation (salary, annual incentives, and long-term incentives). To conduct this analysis, the compensation consultant compared the current incumbents’ compensation against published benchmark surveys, scoped to reflect participants of similar size companies.

  5. ARKO Corp. 2020 Incentive Compensation Plan

    ARKO Corp. 2020 Incentive Compensation Plan Our equity awards are granted under the 2020 Plan, which is administered by the Compensation Committee. The 2020 Plan was originally approved by our stockholders in December 2020, and upon approval by our stockholders at the 2024 annual meeting of stockholders, amended to increase the number of shares issuable thereunder. RSUs provide the award recipient the right to receive, upon the vesting date of such RSUs, one share of common stock for each vested RSU. Each RSU vests in accordance with the schedule determined at the time of grant, subject to the grantee’s continued employment or service through the vesting date. PSUs provide the award recipient the right to receive, upon the vesting date of such PSUs, one share of common stock for each vested PSU. PSUs generally vest (or fail to vest) at the end of a three-year performance period, based on the performance metrics specified in the Form PSU Agreement, subject to the additional requirement that the grantee remain in continuous service through the vesting date. Stock options provide non-qualified stock options to purchase shares of common stock, subject to the vesting of such stock options, at an applicable exercise price per share.

  6. Bonuses

    Bonuses CEO Target Bonus Pursuant to Mr. Kotler’s employment agreement, he is entitled to an annual bonus opportunity with a target equal to 150% of his current base salary (the “CEO Target Bonus”), based on satisfaction of performance criteria established by the Compensation Committee. In April 2025, the Compensation Committee determined that Mr. Kotler’s CEO Target Bonus for 2025 was to be based on certain key performance measures that included merchandise contribution, achieving our site conversion strategy goals (dealerization), stock price and EBITDA. For 2025, the Compensation Committee determined that the threshold for payout would be 50% of the CEO Target Bonus and the maximum would be 150% of the CEO Target Bonus. The actual payout for 2025 as approved by the Compensation Committee was $1,267,687 (67.5% of the CEO Target Bonus). For 2024, Mr. Kotler declined to receive a $795,497 CEO Target Bonus to which he was entitled because no cash bonuses were paid to other executives for 2024 performance, with the exception of the fixed quarterly bonus paid to Mr. Bricks as described below (which bonus is more akin to salary and has since been eliminated in favor of an increase in Mr. Bricks’s base salary). Annual Cash Performance Bonus We believe that aligning annual cash bonuses for our other NEOs with the Company’s performance (our “Annual Cash Performance Bonuses”) serves the primary objectives of our compensation philosophy by providing a direct short-term cash incentive tied to our financial performance to retain and motivate executives in a manner that we believe complements our LTI awards. The Company grants Messrs. Bricks and Nuchamovitz an Annual Cash Performance Bonus instead of a portion of their equity LTIs, which is subject to the same metrics as our EBITDA-based PSUs. The bonus is earned and payable, if at all, consistent with the performance results and associated payout percentages for the PSUs for each applicable individual year. The amount of the Annual Cash Performance Bonus, if any, earned each year is paid annually at or shortly after the time the results for the preceding year are approved by the Compensation Committee. Pursuant to Mr. Jeff’s employment agreement, he is entitled to an Annual Cash Performance Bonus, commencing January 1, 2026, with a target of 62% of his current base salary, based on satisfaction of performance criteria to be established for each bonus period by the Compensation Committee in its sole discretion. Pursuant to Mr. Giammatteo’s employment agreement, he was entitled to an Annual Cash Performance Bonus of up to 50% of his current base salary, based on satisfaction of performance criteria to be established by the Compensation Committee in its sole discretion for each bonus period. For 2025, the eligibility for this bonus was based on Annual Budgeted EBITDA performance. Due to Mr. Giammatteo’s termination of employment in October 2025, no such bonus was paid. We believe that basing the Annual Cash Performance Bonus on the same performance metrics as our PSUs with the same payout percentage further aligns our NEOs’ interests with development within our existing operational and strategic metrics while providing a cash incentive to complement our equity LTIs. Discretionary Bonus Pursuant to their respective employment agreements, Messrs. Nuchamovitz and Bricks may be awarded discretionary bonuses from time to time. No such bonuses were paid in 2025 and 2024. Fixed Quarterly Bonus Pursuant to his employment agreement, through April 2025, Mr. Bricks was entitled to a fixed quarterly bonus, which has since been eliminated and incorporated as a part of Mr. Bricks’s salary. Please see “— Employment Agreements” below.

  7. Long-Term Incentives (LTIs)

    Long-Term Incentives (LTIs) The long-term incentive award target (“LTI Target”) for Mr. Kotler was 350% of his base salary. The LTI Target for our other NEOs, excluding Mr. Jeff, for 2025 was 140% – 260% of their respective base salaries. The 2025 equity grants were made with a mix of performance-based and time-based awards, as set forth in the Grant of Plan-Based Awards Table. In 2025, the other NEOs’ LTI, except for Mr. Giammatteo and Mr. Mann, consisted of 50% RSUs and 50% PSUs. For Mr. Giammatteo, in 2025, the Company granted awards consisting of 19% RSUs and 81% in PSUs. For Mr. Mann, in 2025, the Company granted awards consisting of 40% RSUs and 60% in PSUs. Mr. Jeff was not entitled to any equity awards in 2025. These equity grants are driven primarily by a market survey data for similar-sized companies reviewed by the Compensation Committee’s independent consultant in November 2021 and the lack of historical equity grants to any NEOs before 2021. From 2021 through 2023, the Compensation Committee granted Mr. Kotler stock options designed to align his pay opportunity with stock price appreciation. As described below, in 2024, the Compensation Committee determined, in lieu of such stock options, to begin granting Mr. Kotler PSUs with performance criteria based on our stock price achieving certain targets over a three-year period. We believe such PSUs and stock options align Mr. Kotler’s incentives with investor focus on our stock price. The PSUs have three-year cliff vesting, and the RSUs and stock options vest ratably over three years. We believe these vesting periods are consistent with market practices and promote retention. We believe our 2025 LTI awards provided market-aligned long-term incentive opportunities. Performance-based Restricted Stock Units PSU grants for NEOs, which are primarily based on the EBITDA performance metric, vest at the end of a three-year performance period. The payout of shares earned, if any, is at the end of the three-year cycle, provided the recipient continues to be employed by the Company as of the end of such performance period. The determination of the actual number of shares issued is based on the greater of (a) the sum of the PSUs earned for each of the three fiscal years during the performance period based on actual EBITDA compared to the Annual Budgeted EBITDA for each such year or (b) the average of actual EBITDA compared to the Annual Budgeted EBITDA for the three fiscal years with a cap applied at 110% when averaging each year. The following table shows the threshold and target achievement levels of the Annual Budgeted EBITDA and the corresponding payout levels to the NEOs for each of the years 2023 through 2025. Payout levels between the stated levels of achievement increase in 5% increments for each additional percentage of the Annual Budgeted EBITDA achieved, up to the target level.

  8. Long-Term Incentives (LTIs)

    | Performance Metric and PSU payout level: | Threshold | Target | Maximum | | Annual Budgeted EBITDA | 90% | 100% | 110% or over | | Payout Level | 50% | 100% | 150% |

  9. Long-Term Incentives (LTIs)

    In 2025, we achieved approximately 100% of Annual Budgeted EBITDA, and in 2025, the Compensation Committee accordingly determined the target for the year had been reached. This applied to (i) all PSUs granted as part of the 2023 LTI, the 2024 LTI and the 2025 LTI, and (ii) the NEOs Annual Cash Performance Bonus earned and payable for 2025. In addition to PSUs with vesting tied to EBITDA, in 2024 and 2025, the Compensation Committee granted Mr. Kotler and Mr. Mann PSUs with vesting tied to stock price targets to be achieved by December 31, 2026 and December 31, 2027, respectively, in order to more closely tie a portion of their pay to stock price performance. We believe that the above awards are in-line with the market practices, are tied to Board approved annual budgets and performance targets, and calibrate the threshold and maximum to investor expectations.

  10. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements We consider maintenance of a strong management team essential to our success. To that end, we recognize that the uncertainty that may exist among management with respect to their “at-will” employment with us could result in the departure or distraction of management personnel to the Company’s detriment. Accordingly, we determined that severance arrangements are appropriate to encourage the continued attention and dedication of certain members of its management team and to allow them to focus on the value to equity holders of strategic alternatives without concern for the impact on their continued employment. See “Potential Payments upon Termination or Change in Control” for a discussion of certain rights of the NEOs upon termination of their employment or upon the occurrence of certain events.

  11. Employment Agreements

    Employment Agreements Kotler Employment Agreement On September 8, 2020, we entered into an employment agreement with Mr. Kotler pursuant to which Mr. Kotler serves as our Chief Executive Officer. The agreement currently extends annually for additional one-year terms, unless either we or Mr. Kotler give at least 120 days’ prior notice of non-extension. Under the terms of the employment agreement, Mr. Kotler is entitled to the following: An annual base salary of $1,080,000, to be increased by at least 3% on an annual basis (subject to an annual review by the Compensation Committee for increase (but not decrease)); • A target bonus opportunity equal to 150% of the executive’s current base salary, based on satisfaction of performance criteria to be established by the Compensation Committee; • An annual long-term-incentive award having a fair market value (as reasonably determined by the Board or the Compensation Committee) equal to 350% of the executive’s then base salary in effect as of the date of the grant with the type of the long-term incentive award, and the terms and conditions thereof, determined by the Compensation Committee, in its discretion; • An expense reimbursement for all reasonable business expenses actually paid or incurred by the executive during the term of employment, including first class air travel, hotel and other travel-related expenses, including for any and all related travel between our principal place of business in Richmond, Virginia and employee’s principal residence in Miami-Dade, Florida; and • Participation in all medical, dental, hospitalization, accidental death and dismemberment, disability, travel and life insurance plans, and all other plans as are offered by us to our executive personnel, including savings, pension, profit-sharing and deferred compensation plans, subject to the general eligibility and participation provisions set forth in such plans. Jeff Employment Agreement On November 14, 2025, we entered into an employment agreement with Mr. Jeff, who has served as Executive Vice President and Chief Financial Officer, since December 1, 2025. Mr. Jeff's employment agreement provides for an initial term of three years, which term will automatically extend for successive one-year terms unless the Company or Mr. Jeff gives at least 90 days' prior notice of non-extension. Under the terms of the employment agreement, Mr. Jeff is entitled to the following: • An annual base salary of $650,000, which amount is subject to periodic review by the Compensation Committee, at least annually starting on or around March 2027, for merit increases; • An annual short-term incentive bonus with a target of 62% of current base salary, based on satisfaction of performance criteria to be established for each bonus period by the Compensation Committee in its sole discretion (for avoidance of doubt, Mr. Jeff is not entitled to any bonus with respect to calendar year 2025); • Annual long-term incentive compensation which includes (i) time-based LTI Awards having a fair market value on the grant date equal to $333,333 and (ii) performance-based LTI Awards having a fair market value on the grant date equal to $666,667; the type of LTI Award, the terms and conditions thereof, and the grant date shall be determined by the Compensation Committee, in its discretion; • A monthly car allowance of $600; and • Participation in customary employee benefit plans and in the NQP. Giammatteo Employment Agreement We had entered into an employment agreement with Mr. Giammatteo, our former Executive Vice President and Chief Financial Officer which provided for an initial term of three years. Under the terms of the employment agreement, Mr. Giammatteo was entitled to the following: • An annual base salary of $725,000 (which amount was subject to periodic review by the Compensation Committee for increase (but not decrease)); • Annual short-term incentive bonus of up to 50% of the current base salary, based on satisfaction of performance criteria established for each bonus period by the Compensation Committee in its sole discretion; Annual long-term incentive compensation which includes (i) time-based awards equal to $250,000 and (ii) performance-based awards equal to $1,062,125; the type of long-term awards, the terms and conditions, and the grant date was determined by the Compensation Committee, in its discretion; In addition to the foregoing, and to partially account for foregone severance from Mr. Giammatteo’s immediately prior employer, when Mr. Giammatteo’s initial grants were first issued in 2024 under the Company’s normal grant cycle, 111,792 PSUs (the “Special LTI Award”); A monthly car allowance of $600; and • Participation in customary employee benefit plans and in the NQP. Mr. Giammatteo’s tenure as Executive Vice President and Chief Financial Officer concluded on October 10, 2025. Bricks Employment Agreement Pursuant to the terms of the employment agreement, dated January 3, 2020, between GPM and Mr. Bricks, as amended, Mr. Bricks has agreed to serve as GPM’s General Counsel. The agreement currently extends annually for additional one-year terms, unless either GPM or Mr. Bricks gives at least 90 days’ prior notice of non-extension. Under the terms of the employment agreement, Mr. Bricks is entitled to the following: • An annual base salary of $395,000 (increased commencing from April 1, 2025 and subject to discretionary review by the CEO for increase (but not decrease)); • A signing bonus of $50,000; • A monthly car allowance of $600; • A quarterly bonus of $10,000; however, pursuant to a February 25, 2025 amendment, this bonus, which had been subject only to Mr. Bricks’s continued employment, has been eliminated, and Mr. Bricks’s base salary has been increased by an equivalent amount commencing from April 1, 2025; • Participation in the 2020 Incentive Plan; • Discretionary bonus (as determined by the CEO or Board); and • Participation in customary employee benefit plans and in the NQP. Nuchamovitz Employment Agreement Pursuant to the terms of the employment agreement dated January 1, 2020, between GPM and Mr. Nuchamovitz, Mr. Nuchamovitz serves as Executive Vice President of GPM. The agreement currently extends annually for additional one-year terms, unless either GPM or Mr. Nuchamovitz gives at least 90 days’ prior notice of non-extension. Under the terms of the employment agreement, Mr. Nuchamovitz is entitled to the following: • An annual base salary of $555,000 (subject to discretionary review by the CEO for increase (but not decrease)); • A signing bonus of $100,000; • A monthly car allowance of $600; • Participation in the 2020 Incentive Plan; • Discretionary bonus (as determined by the CEO or Board); and • Participation in customary employee benefit plans and in the NQP.

  12. Compensation-Related Risk Assessment

    Compensation-Related Risk Assessment Our Compensation Committee assesses and monitors whether any of our compensation policies and programs is reasonably likely to have a material adverse effect on our Company. The Compensation Committee and management do not believe that the Company presently maintains compensation policies or practices that are reasonably likely to have a material adverse effect on the Company’s risk management or create incentives that could lead to excessive or inappropriate risk taking by employees. In reaching this conclusion, the Compensation Committee considered all components of our compensation program and assessed any associated risks. The Compensation Committee also considered the various strategies and measures employed by the company that mitigate such risk, including: (i) the overall balance achieved through our use of a mix of cash and equity, annual and long-term incentives and time and performance-based compensation; (ii) our use of multi-year vesting periods for equity grants; (iii) award caps on our equity awards and variable incentive cash compensation awards to our officers; and (iv) the oversight exercised by the Compensation Committee over the performance metrics and results under the 2020 Plan.

  13. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned or received by the NEOs for services rendered during the fiscal years ended December 31, 2025, 2024 and 2023.

  14. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Arie Kotler, | 2025 | 1,216,575 | — | 2,995,620 | — | 1,267,687 | 14,213 | 5,494,095 | | Chairman, President, Chief Executive Officer and Director | 2024 | 1,181,139 | — | 2,804,317 | — | 795,497 | 14,213 | 4,795,166 | | | 2023 | 1,146,731 | — | 2,673,511 | 1,336,754 | 885,128 | 6,445 | 6,048,569 | | Galagher Jeff, (5) | 2025 | 55,205 | — | — | — | — | 674 | 55,879 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | Jordan Mann, (6) | 2025 | 270,296 | — | 431,830 | — | — | 375 | 702,501 | | Interim Chief Financial Officer | | | | | | | | | | Robb Giammatteo, (7) | 2025 | 573,268 | — | 801,532 | — | — | 6,151 | 1,380,951 | | Executive Vice President and Chief Financial Officer | 2024 | 723,024 | — | 2,042,127 | — | — | 27,496 | 2,792,647 | | Maury Bricks, | 2025 | 552,297 | 10,000 | 580,320 | — | 200,000 | 25,015 | 1,367,632 | | General Counsel and Secretary | 2024 | 476,960 | 40,000 | 950,004 | — | — | 24,610 | 1,491,574 | | | 2023 | 430,594 | 140,000 | 950,004 | — | 50,000 | 26,636 | 1,597,234 | | Eyal Nuchamovitz, | 2025 | 696,013 | — | 580,320 | — | 150,000 | 28,754 | 1,455,087 | | Executive Vice President | 2024 | 676,027 | — | 950,004 | — | — | 29,658 | 1,655,689 | | | 2023 | 656,273 | 100,000 | 1,150,004 | — | 50,000 | 32,443 | 1,988,720 |

  15. Summary Compensation Table

    (1) The amounts shown in this column represent the discretionary bonuses earned by Messrs. Bricks and Nuchamovitz in 2023 and the $10,000 quarterly bonuses earned by Mr. Bricks in 2025 (only for the first quarter), 2024 and 2023. See “Bonuses” for a discussion of such bonuses. (2) The amounts in these columns reflect the aggregate grant date fair value of stock or option awards, as applicable, granted and computed in accordance with ASC 718, Compensation-Stock Compensation. For a discussion of the assumptions relating to these valuations, see Note 19 – Share-Based Compensation to our audited financial statements included in Item 8 of our 2025 Annual Report on Form 10-K. The amounts for the performance-based restricted stock units included in the stock awards column reflect the grant date fair value computed in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date. The number of stock awards granted in 2025 excluding the awards labeled “Performance-Based Restricted Stock Units - Stock Price” in the Grants of Plan-Based Awards table below, were determined based on the average stock price of the 60 days prior to the grant date. The number of stock awards granted to Mr. Kotler on April 16, 2024 was determined based on the fair value of these awards as of February 29, 2024, which was the grant date of the stock awards to the other NEOs. Assuming the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the performance-based restricted stock granted in 2025 would have been: Mr. Kotler—$2,502,053; Mr. Mann—$321,974; Mr. Giammatteo —$973,222; Mr. Bricks—$435,240; and Mr. Nuchamovitz—$435,240. (3) The amounts shown in this column represent the CEO Target Bonus earned by Mr. Kotler in 2025, 2024 and 2023, and Annual Cash Performance Bonuses earned by Messrs. Bricks and Nuchamovitz in 2025 and 2023. Mr. Kotler declined to receive the $795,497 CEO Target Bonus to which he was entitled for 2024 performance because no cash bonuses were paid to our other executives for the year. See “Bonuses” and “Annual Cash Performance Bonus” for a discussion of such amounts. (4) The amounts shown in this column include the amount the Company paid for the employee-paid portion of group medical coverage for Mr. Kotler in 2025, 2024 and 2023, 401(k) matching contributions for Messrs. Bricks and Nuchamovitz in 2024 and 2023 and Mr. Nuchamovitz in 2025, matching contributions made under the NQP for Mr. Giammatteo in 2024 and Messrs. Bricks and Nuchamovitz in 2025, 2024 and 2023, imputed income for group term life insurance for Mr. Kotler for 2025, 2024 and 2023 and for Mr. Mann for 2025, and imputed income for group term life insurance and car allowances for Mr. Jeff for 2025, Mr. Giammatteo for 2025 and 2024, and for Messrs. Bricks and Nuchamovitz for 2025, 2024 and 2023. NEOs were also provided with group life insurance and group medical coverage that are not included in the table above with the exception of Mr. Kotler’s group medical coverage insurance (reflected above), because they are provided under broad-based, non-discriminatory benefit plans. Mr. Jeff became Chief Financial Officer on December 1, 2025 and was not a NEO in prior years. Mr. Mann served as interim Chief Financial Officer from October 10, 2025 to November 30, 2025 and was not a NEO in prior years. Mr. Giammatteo served as Chief Financial Officer from January 2, 2024 through October 10, 2025 and was not a NEO in 2023.

  16. Grants of Plan-Based Awards

    Grants of Plan-Based Awards This table provides supplemental information relating to grants of plan-based awards made to NEOs relative to 2025.

  17. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | | | Name/Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards; Number of Shares of Stock or Units (#) | All Other Option Awards; Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Arie Kotler | | | | | | | | | | | | | CEO Target Bonus | | 939,033 | 1,878,065 | 2,817,098 | | | | | | | | | Restricted Stock Units | 3/5/2025 | | | | | | | 312,373(3) | | | 1,327,585 | | Performance-Based Restricted Stock Units | 3/12/2025 | | | | 78,093 | 156,186 | 234,279 | | | | 602,878 | | Performance-Based Restricted Stock Units - Stock Price | 3/12/2025 | | | | 247,711 | 495,422 | 743,133 | | | | 1,065,157 | | Jordan Mann | | | | | | | | | | | | | Restricted Stock Units | 3/3/2025 | | | | | | | 37,445(3) (4) | | | 217,181(4) | | Performance-Based Restricted Stock Units | 3/3/2025 | | | | 16,520(4) | 33,040(4) | 49,560(4) | | | | 189,319(4) | | Performance-Based Restricted Stock Units - Stock Price | 3/3/2025 | | | | 22,026 | 22,026 | 33,039 | | | | 25,330 | | Robb Giammatteo | | | | | | | | | | | | | Restricted Stock Units | 3/3/2025 | | | | | | | 36,711(3) | | | 152,718 | | Performance-Based Restricted Stock Units | 3/3/2025 | | | | 77,983 | 155,965 | 233,948 | | | | 648,814 | | Maury Bricks | | | | | | | | | | | | | Annual Cash Performance Bonus | | 100,000 | 200,000 | 300,000 | | | | | | | | | Restricted Stock Units | 3/3/2025 | | | | | | | 69,750(3) | | | 290,160 | | Performance-Based Restricted Stock Units | 3/3/2025 | | | | 34,875 | 69,750 | 104,625 | | | | 290,160 | | Eyal Nuchamovitz | | | | | | | | | | | | | Annual Cash Performance Bonus | | 75,000 | 150,000 | 225,000 | | | | | | | | | Restricted Stock Units | 3/3/2025 | | | | | | | 69,750(3) | | | 290,160 | | Performance-Based Restricted Stock Units | 3/3/2025 | | | | 34,875 | 69,750 | 104,625 | | | | 290,160 |

  18. Grants of Plan-Based Awards

    (1) The amounts reflect the potential range of payments under the CEO Target Bonus and Annual Cash Performance Bonuses. The actual payments earned for 2025 are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. (2) The amounts reflect a range of PSUs that vest, if at all, based on achievement of performance targets with a three-year performance period with any shares earned vesting on December 31, 2027, including 495,422 PSUs granted to Mr. Kotler which are subject to vesting upon the common stock achieving a certain specified price per share during the performance period. The amounts under Threshold reflect the threshold award under the PSUs, which is 50% of the target amount. The amounts under Maximum reflect the greatest potential award under the PSUs, which is 150% of the target amount. The Compensation Committee will determine the performance against pre-established targets to determine payout of the PSUs, if any, at the end of the performance period. See “Compensation Discussion and Analysis—Compensation Elements—Long Term Incentives (LTIs)—Performance-based Restricted Stock Units” above for additional information on terms of PSUs granted during 2025. (3) The grants provided for vesting in three equal annual installments beginning on March 5, 2026 for Mr. Kotler and March 3, 2026 for the other NEOs. For certain of the RSUs and PSUs granted to Mr. Mann in 2025, the Company has agreed to issue a capped number of incremental shares of common stock to Mr. Mann if the Company’s stock price on the vesting dates of such awards is below a certain threshold price. Because the price of the Company’s common stock at the time of vesting cannot currently be determined, no such incremental shares are reflected in the table above. These awards were classified as equity instruments and valued as of the grant date in accordance with FASB ASC Topic 718 based on the fair market value of the underlying common stock together with the net fair value of the embedded put options. Represents the aggregate grant date fair value of the target amount calculated in accordance with FASB ASC Topic 718.

  19. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End

  20. Outstanding Equity Awards at 2025 Fiscal Year End

    | Name | Award Type | Unexercised/Not Vested Securities Outstanding (#) | Exercisable Securities Outstanding (#) | Option Exercise Price ($/share) | Option Expiration Date | Market Value ($) (1) | Vesting Schedule of Unexercised/Not Vested Securities Outstanding | | Arie Kotler | Options | — | 126,000 | 10.00 | 3/6/2031 | — | Fully vested | | | Options | — | 452,903 | 8.49 | 3/2/2032 | — | Fully vested | | | Options | — | 318,489 | 10.00 | 3/2/2032 | — | Fully vested | | | Options | 136,430 | 272,860 | 8.58 | 3/2/2033 | — | 100% on March 1, 2026 | | | RSUs | 139,161 | | | | 631,791 | 50% on March 1, 2026 and 2027 | | | RSUs | 312,373 | | | | 1,418,173 | 1/3 on March 5, 2026, and 1/3 on March 1, 2027 and 2028 | | | PSUs | 186,959 | | | | 848,794 | The performance period ending on December 31, 2025 (2) | | | PSUs | 156,557 | | | | 710,769 | The performance period ending on December 31, 2026 (2) | | | PSUs | 298,784 | | | | 1,356,479 | The performance period ending on December 31, 2026 (3) | | | PSUs | 156,186 | | | | 709,084 | The performance period ending on December 31, 2027 (2) | | | PSUs | 495,422 | | | | 2,249,216 | The performance period ending on December 31, 2027 (3) | | Jordan Mann | RSUs | 7,308 | | | | 33,178 | 100% on March 1, 2026 | | | RSUs | 18,376 | | | | 83,427 | 50% on March 1, 2026 and 2027 | | | RSUs | 37,445 | | | | 170,000 | 1/3 on March 3, 2026, 1/3 on March 1, 2027 and 2028 (4) | | | PSUs | 18,270 | | | | 82,946 | The performance period ending on March 1, 2026 (3) | | | PSUs | 18,270 | | | | 82,946 | The performance period ending on March 1, 2026 (3) | | | PSUs | 22,971 | | | | 104,288 | The performance period ending on March 1, 2027 (3) | | | PSUs | 22,971 | | | | 104,288 | The performance period ending on March 1, 2027 (3) | | | PSUs | 17,228 | | | | 78,215 | The performance period ending on December 31, 2026 (2) | | | PSUs | 33,040 | | | | 150,002 | The performance period ending on December 31, 2027 (2) (4) | | | PSUs | 22,026 | | | | 99,998 | The performance period ending on March 1, 2028 (3) | | Maury Bricks | RSUs | 15,540 | | | | 70,552 | 100% on March 1, 2026 | | | RSUs | 40,837 | | | | 185,400 | 50% on March 1, 2026 and 2027 | | | RSUs | 69,750 | | | | 316,665 | 1/3 on March 3, 2026, 1/3 on March 1, 2027 and 2028 | | | PSUs | 38,462 | | | | 174,617 | The performance period ending on December 31, 2025 (2) | | | PSUs | 63,170 | | | | 286,792 | The performance period ending on December 31, 2026 (2) | | | PSUs | 69,750 | | | | 316,665 | The performance period ending on December 31, 2027 (2) | | Eyal Nuchamovitz | RSUs | 15,540 | | | | 70,552 | 100% on March 1, 2026 | | | RSUs | 40,837 | | | | 185,400 | 50% on March 1, 2026 and 2027 | | | RSUs | 69,750 | | | | 316,665 | 1/3 on March 3, 2026, 1/3 on March 1, 2027 and 2028 | | | PSUs | 52,448 | | | | 238,114 | The performance period ending on December 31, 2025 (2) | | | PSUs | 63,170 | | | | 286,792 | The performance period ending on December 31, 2026 (2) | | | PSUs | 69,750 | | | | 316,665 | The performance period ending on December 31, 2027 (2) |

  21. Outstanding Equity Awards at 2025 Fiscal Year End

    (1) Based on ARKO’s closing stock price of $4.54 on December 31, 2025. (2) The grants are performance-based grants that, subject to meeting the applicable three-year performance targets set forth in the grant agreement, will vest in a single vesting upon the Compensation Committee determining that the performance criteria has been met; amounts are based on the probable outcome of such performance-based vesting conditions as of December 31, 2025. The grants are performance-based grant that, subject to the common stock achieving a certain specified price per share during the performance period set forth in the grant agreement, will vest in a single vesting event upon the Compensation Committee’s determination that the performance criteria has been met; the amount presented above is based on the probable outcome of such performance-based vesting conditions as of December 31, 2025. Does not include any incremental shares of common stock that may be issuable pursuant to the terms of certain RSUs and PSUs granted to Mr. Mann described in footnote 4 to the “Grants of Plan Based Awards in 2025” table above.

  22. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 This table provides information concerning the exercises of stock options and the vesting of RSUs and PSUs in 2025 on an aggregated basis for each of our NEOs.

  23. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Arie Kotler | — | — | 362,478 | 1,634,776 | | Galagher Jeff | — | — | — | — | | Jordan Mann | — | — | 16,497 | 74,401 | | Robb Giammatteo | — | — | 12,762 | 57,557 | | Maury Bricks | — | — | 77,921 | 351,424 | | Eyal Nuchamovitz | — | — | 77,921 | 351,424 |

  24. Pension Benefits Table

    Pension Benefits Table None of the NEOs participated in any defined benefit pension plans in 2025.

  25. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We offer a select group of management and key employees, including our NEOs, who contribute materially to the Company’s continued growth, development and future business success an opportunity to defer a portion of their compensation under our NQP. The NQP allows these employees to defer up to 90% of their annual base salary and cash bonuses. Distributions under the NQP begin on a date that is within 30 days of the participant’s separation from service, except in the case of specified employees where no distributions will be made until six months after separation from service or, if earlier, the date of the specified employee’s death. Participants may elect to receive deferred amounts in a lump sum or in at least two, but not more than ten, consecutive annual installments. Participants can elect from investment alternatives made available as investment options for their deferred compensation and gains and losses on these investments are credited to their respective accounts. For each plan year, we make a discretionary match, which for 2025 was equal to 50% of the first 6% of contributions made by the participants for such plan year; however, that amount is reduced, dollar for dollar, by the amount of employer matching contributions that we contribute to the participant’s 401(k) plan for such plan year. In addition, we may also make additional matching contributions and discretionary contributions, in the Company’s sole discretion, on a participant by participant basis. Tax rules limit the amount that executives may contribute under the 401(k) plan and therefore also limit the company match under the 401(k) plan for executives. The NQP matching contribution is intended to reflect the amount of the matching contribution which is limited by the tax laws. The following table sets forth non-qualified deferred compensation for the NEOs.

  26. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) (1) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Arie Kotler | — | — | — | — | | Galagher Jeff | — | — | — | — | | Robb Giammatteo | 35,812 | — | 7,416 | 86,947 | | Jordan Mann | — | — | — | — | | Maury Bricks | 68,484 | 17,125 | 52,624 | 771,260 | | Eyal Nuchamovitz | 40,110 | 17,387 | 51,727 | 423,407 |

  27. Non-Qualified Deferred Compensation

    The amount in this column is included in the “All Other Compensation” column for 2025 in the Summary Compensation Table and represents employer contributions credited to the NEO’s account in 2026 for 2025.

  28. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The employment agreements of our NEOs provide for certain payments and benefits in the event of certain terminations of employment. The material terms of such arrangements as of December 31, 2025 are described below.

  29. Pay Versus Performance

    Pay Versus Performance The following table shows the total compensation for our NEOs as set forth in the Summary Compensation Table, the Compensation Actually Paid (as defined below) to our CEO and, on an average basis, our other NEOs for each of the five years ended December 31, 2025. The table also provides our TSR performance, the selected peer group TSR, net income and EBITDA, which is our company selected financial measure, all measured over the same time period.

  30. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (1) | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($) (2) | Average Summary Compensation Table for non-CEO NEOs ($) | Average Compensation Actually Paid to non-CEO NEOs ($) (2) | Total Shareholder Return ($) (3) | Peer Group Total Shareholder Return ($) (3) | Net Income ($ in thousands) (4) | EBITDA ($ in thousands) (5) | | 2025 | 5,494,095 | 3,061,612 | 992,410 | 596,380 | 54.16 | 143.95 | 22,744 | 266,542 | | 2024 | 4,795,166 | 2,759,674 | 1,979,970 | 1,436,218 | 76.55 | 133.04 | 20,845 | 270,041 | | 2023 | 6,048,569 | 4,331,734 | 1,457,580 | 1,210,103 | 94.01 | 118.65 | 34,566 | 297,123 | | 2022 | 6,683,793 | 7,032,571 | 1,233,269 | 1,208,599 | 97.19 | 97.63 | 71,978 | 305,452 | | 2021 | 6,375,923 | 6,409,489 | 2,083,296 | 2,048,069 | 97.44 | 142.97 | 59,427 | 262,864 |

  31. Pay Versus Performance

    (1) Mr. Kotler was the CEO for each of 2025, 2024, 2023, 2022 and 2021. For 2025, the other NEOs were Messrs. Jeff, Mann, Giammatteo, Bricks and Nuchamovitz. For 2024, the other NEOs were Messrs. Giammatteo, Bricks and Nuchamovitz. For 2023 and 2022, the other NEOs were Messrs. Bassell, Bricks and Nuchamovitz. For 2021, the other NEOs were Messrs. Bassell and Bricks. Mr. Donald Bassell served as the Company’s Chief Financial Officer during 2020 through 2023. Mr. Giammatteo served as the Company’s Chief Financial Officer from January 2, 2024 through October 10, 2025. Mr. Mann served as the Company’s Chief Financial Officer from October 10, 2025 through December 1, 2025. Mr. Jeff has served as the Company’s Chief Financial Officer since December 1, 2025. (2) To calculate “Compensation Actually Paid,” as computed in accordance with Item 402(v) of Regulation S-K, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Kotler and for the average of the other NEOs is set forth following the footnotes to this table. (3) TSR is determined based on the value of an initial fixed income of $100 on December 31, 2020 in our stock or in the peer group index. The peer group used for TSR comparisons is the S&P Retail Select Industry Index, an index in which our common stock is included. (4) Reflects “Net Income” in the Company’s consolidated statement of operations included in the Company’s Annual Reports on Form 10-K for each of the five years ended December 31, 2025. As noted in the CD&A, EBITDA was chosen as the performance metric as the Company values EBITDA as a metric that is a key indicator of our operating performance and a strong equity valuation metric. EBITDA for purposes of calculating the LTI awards is calculated at the GPM (our primary operating entity until February 2026) level and therefore excludes public company expenses, non-cash rent expense and certain items at the ARKO corporate level. As a result, the actual EBITDA attained (and the required Annual Budgeted EBITDA needed to reach the threshold, target, and maximum LTI) is higher than reported EBITDA at the ARKO corporate level. A reconciliation of ARKO net income to EBITDA is as follows:

  32. Pay Versus Performance

    | | For the Year Ended December 31, | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | | (in thousands) | | | | | | ARKO net income | $22,744 | $20,845 | $34,566 | $71,978 | $59,427 | | Interest and other financing expenses, net | 73,324 | 67,161 | 71,243 | 59,405 | 71,207 | | Income tax expense | 6,342 | 6,144 | 12,166 | 35,557 | 11,634 | | Depreciation and amortization | 134,451 | 132,414 | 127,597 | 101,752 | 97,194 | | General and administrative expenses (excluding GPM expenses) (a) | 5,757 | 7,124 | 6,695 | 6,526 | 6,289 | | Impact of Pride acquisition (b) | — | — | — | (1,592) | — | | Non-cash rent expense (c) | 12,132 | 14,335 | 14,168 | 7,903 | 6,359 | | Acquisition and divestiture costs (d) | 6,545 | 5,168 | 9,079 | 8,162 | 5,366 | | APC initial public offering costs (e) | 1,897 | — | — | — | — | | (Gain) loss on disposal of assets and impairment charges (f) | (12,146) | 6,798 | 6,203 | 5,731 | 1,384 | | Share-based compensation expense (g) | 15,172 | 12,339 | 15,015 | 12,161 | 5,804 | | (Income) loss from equity investment (h) | (108) | (124) | 39 | 74 | (186) | | Adjustment to contingent consideration (i) | (2,207) | (20) | (604) | (2,204) | (1,740) | | Internal entity realignment and streamlining (j) | — | — | — | 475 | — | | Taxes paid (received) in arrears (k) | 305 | (1,427) | — | — | — | | Expenses related to wage and hour claim settlement (l) | 2,517 | — | — | — | — | | Other (m) | (183) | (716) | 956 | (476) | 126 | | EBITDA | $266,542 | $270,041 | $297,123 | $305,452 | $262,864 |

  33. Pay Versus Performance

    (a) Represents public company expenses and other general and administrative expenses not incurred in GPM (our primary operating entity until February 2026). (b) Excludes the actual results from the December 2022 acquisition of all of the issued and outstanding membership interests in Pride Convenience Holdings, LLC, since this acquisition was not included in the Annual Budgeted EBITDA for 2022. (c) Eliminates the non-cash portion of rent, which reflects the extent to which our GAAP rent expense recognized exceeded (or was less than) our cash rent payments. The GAAP rent expense adjustment varies depending on the terms of our lease portfolio. For newer leases, our rent expense recognized typically exceeds our cash rent payments, whereas, for more mature leases, rent expense recognized is typically less than our cash rent payments. (d) Eliminates costs incurred that are directly attributable to business acquisitions and divestitures (including conversion of retail stores to dealer locations) and salaries of employees whose primary job function is to execute our acquisition and divestiture strategy and facilitate integration of acquired operations. (e) Eliminates one-time costs incurred related to the APC initial public offering, which closed on February 13, 2026. (f) Eliminates the non-cash loss from the sale or disposal of property and equipment, the loss recognized upon the sale of related leased assets and impairment charges on property and equipment and right-of-use assets related to closed and non-performing sites, and a $20.8 million gain related to the expiration in the second quarter of 2025 of a real estate purchase option acquired in 2021 that was accounted for as a sale-leaseback (see Note 11 to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K). (g) Eliminates non-cash share-based compensation expense related to the equity incentive program in place to incentivize, retain, and motivate our employees, certain non-employees, and members of our Board. (h) Eliminates our share of (income) loss attributable to our unconsolidated equity investment. (i) Eliminates fair value adjustments primarily related to the contingent consideration owed to the seller for the 2020 Empire acquisition. (j) Eliminates non-recurring charges related to our internal entity realignment and streamlining. (k) Eliminates the payment (receipt) of historical fuel, franchise and other tax amounts for multiple prior periods. (l) Eliminates non-recurring expenses accrued in net income related to a wage and hour collective action settlement described in Note 14 to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K. (m) Eliminates other unusual or non-recurring items that we do not consider to be meaningful in assessing operating performance. Reconciliation of Compensation Actually Paid Adjustments

  34. Pay Versus Performance

    | Year | Summary Compensation Table Total ($) (1) | Minus: Grant Date Fair Value of Stock Awards Granted During Fiscal Year ($) (2) | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year ($) (3) | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ($) (4) | (Minus): Change in Fair Value as of Vesting Date for Stock Awards Granted in Prior Fiscal Years but Vested During Fiscal Year ($) (5) | Compensation Actually Paid ($) | | | Arie Kotler | | | | | | | 2025 | 5,494,095 | (2,995,620) | 3,636,730 | (2,010,473) | (1,063,120) | 3,061,612 | | 2024 | 4,795,166 | (2,804,317) | 3,726,529 | (2,296,441) | (661,263) | 2,759,674 | | 2023 | 6,048,569 | (4,010,265) | 3,353,164 | (934,957) | (124,777) | 4,331,734 | | 2022 | 6,683,793 | (3,895,429) | 4,121,730 | 122,477 | — | 7,032,571 | | 2021 | 6,375,923 | (5,289,478) | 5,323,044 | — | — | 6,409,489 | | | Other Named Executive Officers (Average) (6) | | | | | | | 2025 | 992,410 | (478,800) | 326,321 | (166,549) | (77,002) | 596,380 | | 2024 | 1,979,970 | (1,314,045) | 1,082,894 | (276,942) | (35,659) | 1,436,218 | | 2023 | 1,457,580 | (741,670) | 643,698 | (145,983) | (3,522) | 1,210,103 | | 2022 | 1,233,269 | (613,337) | 603,960 | (15,293) | — | 1,208,599 | | 2021 | 2,083,296 | (1,584,000) | 1,548,773 | — | — | 2,048,069 |

  35. Pay Versus Performance

    (1) Represents Total Compensation as reported in the Summary Compensation Table for the indicated year. With respect to the other NEOs, amounts shown represent averages. As noted in the Summary Compensation Table, Mr. Kotler declined to receive the $795,497 CEO Target Bonus to which he was entitled for 2024 performance because no cash bonuses were paid to our other executives for the year. (2) Represents the grant date fair value of the stock awards granted during the indicated year as reported in the Summary Compensation Table, computed in accordance with the methodology used for financial reporting purposes. (3) Represents the fair value as of the indicated year-end of the outstanding and unvested stock awards granted during such year, computed in accordance with the methodology used for financial reporting purposes and for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year. (4) Represents the change in fair value during the indicated year of each stock award that was granted in a prior year that remained outstanding and unvested as of the last day of the indicated year, computed in accordance with the methodology used for financial reporting purposes, and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year. (5) Represents the change as of the vesting date (from the end of the prior fiscal year) in fair value of any awards granted in any prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. (6) For 2025, the other NEOs were Messrs. Jeff, Mann, Giammatteo, Bricks and Nuchamovitz. For 2024, the other NEOs were Messrs. Giammatteo, Bricks and Nuchamovitz. For 2023 and 2022, the other NEOs were Messrs. Bassell, Bricks and Nuchamovitz. For 2021, the other NEOs were Messrs. Bassell and Bricks. Mr. Donald Bassell served as the Company’s Chief Financial Officer during 2020 through 2023. Mr. Giammatteo served as the Company’s Chief Financial Officer from January 2, 2024 through October 10, 2025. Mr. Mann served as the Company’s Chief Financial Officer from October 10, 2025 through December 1, 2025. Mr. Jeff has served as the Company’s Chief Financial Officer since December 1, 2025.

  36. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures The charts below compare the Compensation Actually Paid to our CEO and the Average Compensation Actually Paid to our other NEOs with (i) our TSR and our Peer Group TSR, (ii) our net income, and (iii) EBITDA, which is our company selected measure, for each of the five years ended December 31, 2025. We believe the Compensation Actually Paid in each of the years reported above reflects the Compensation Committee’s belief that actual EBITDA in comparison with the pre-established performance goal of Annual Budgeted EBITDA is the most relevant performance metric at this point of time for our executives. In 2024, we included our stock performance as a performance measure for our CEO’s long-term incentive, and in 2025, we also included our stock performance as a performance measure for our CEO Target Bonus. The limited weight we provide to our stock price is based on the short time our Company has been a publicly-traded company and the limited number of publicly traded peers with similar characteristics. Additionally, we believe net income is not a relevant performance metric at this point in time for our executives due to significant non-cash amounts and fair value adjustments impacting net income. For additional information of how we link pay and performance, please see the CD&A beginning on page 21.

  37. Director Compensation

    Director Compensation The Board designed the Company’s non-employee director compensation program to reward directors for their contributions to the Company’s success, align the director compensation program with stockholder interests, and provide competitive compensation necessary to attract and retain high quality non-employee directors. Compensation to our non-employee directors includes cash payments that can be paid in RSUs at the director’s election and equity compensation. As we recognize the importance of our committees and recognize the additional responsibilities and duties required to fulfill leadership roles, our compensation includes supplemental retains for membership in committees and leadership roles. We believe that all our directors should be stockholders and therefore set a goal of 5x our cash retainer, to be achieved within five years from election as Board member. As of December 31, 2025, we had three Board members that have served for more than five years and have all achieved this goal. The Compensation Committee reviews director’s compensation periodically to ensure that director’s compensation remains competitive such that the Company can recruit and retain qualified directors. In 2023, the Compensation Committee conducted a director compensation review based on an analysis by the Company’s compensation consultant that compared the Company’s compensation levels and compensation program components against a peer group. Following such review, in June 2023, the Compensation Committee approved the following changes to the Director’s compensation: (i) increasing the annual cash retainer from $50,000 to $75,000 effective as of July 1, 2023; (ii) increasing the Board member equity retainer from $100,000 to $125,000 (commencing from the 2024 annual meeting of stockholders), and (iii) changing the timing of the annual equity grants to Directors to coincide with election/re-election at the time of the Annual Meeting.

  38. Director Compensation

    | Compensation Element | Amount | | Annual Board Member Compensation | • $75,000 in cash or RSUs annually at the director’s election paid in quarterly installments • $125,000 in equity delivered in the form of RSUs | | Committee Member Retainers | Cash or RSUs at the director’s election, paid in quarterly installments: • Audit Committee: $15,000 • Compensation Committee: $10,000 • Nominating and Corporate Governance Committee: $10,000 | | Leadership Supplemental Retainer | Cash or RSUs at the director’s election, paid in quarterly installments: • Audit Committee Chair: $25,000 • Compensation Committee Chair: $20,000 • Nominating and Corporate Governance Committee Chair: $15,000 • Lead Independent Director: $25,000 | | Stock Ownership Policy | 5x cash retainer, to be achieved within five years | | Meeting Fees | Meeting fees will be paid for extraordinary Board/Committee meetings only and for special committees |

  39. Director Compensation

    As detailed above, a non-employee director may receive RSUs in lieu of up to 100% of his or her cash fees. All RSUs are immediately vested upon grant and are settled in common stock upon the director’s departure from the Board or an earlier change in control. There were 429,921 RSUs issued to non-employee directors outstanding at December 31, 2025. The following table summarizes the compensation paid to the Company’s non-employee directors during 2025:

  40. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Sherman K. Edmiston III | 100,010 | 134,990 | 235,000 | | Yona Fogel | — | — | — | | Avram Friedman | 16 | 224,984 | 225,000 | | Michael J. Gade (3) | 67,500 | — | 67,500 | | Andrew R. Heyer | 15 | 252,485 | 252,500 | | Steven J. Heyer (4) | 18 | 239,982 | 240,000 | | Laura Shapira Karet | 100,004 | 124,997 | 225,001 |

  41. Director Compensation

    (1) Because the Company does not issue fractional shares or RSUs for fractional shares, when RSUs are issued, directors receive cash compensation in lieu of RSUs for fractional shares. The amounts in this column reflect the aggregate grant date fair value of RSUs granted during the year computed in accordance with ASC 718, Compensation-Stock Compensation. The RSUs granted in January 2025, April 2025, June 2025, July 2025 and October 2025 had grant date fair values per share of $6.59, $4.03, $4.39, $4.61 and $4.56, respectively. For a discussion of the assumptions relating to these valuations, see Note 19 – Share-Based Compensation to our audited financial statements included in Item 8 of our 2025 Annual Report on Form 10-K. The table below sets forth the aggregate number of vested restricted stock units of each non-employee director outstanding as of December 31, 2025:

  42. Director Compensation

    | Name | Stock Awards | | Sherman K. Edmiston III | 97,821 | | Yona Fogel | — | | Avram Friedman | 110,226 | | Andrew R. Heyer | 154,505 | | Laura Shapira Karet | 67,369 |

  43. Director Compensation

    Mr. Michael J. Gade served through the 2025 Annual Meeting. (4) Mr. Steven J. Heyer resigned from the Board on December 12, 2025 due to health reasons. Compensation paid to Mr. Kotler, who also serves on the Board, is fully reflected in the Summary Compensation Table above. Mr. Kotler is not entitled to any additional compensation for his services as director. The Company’s policy is to reimburse directors for reasonable and necessary out-of-pocket expenses incurred in attending Board and committee meetings or performing other services in their capacities as directors. Director Tenure & Refreshment. Directors may be re-elected at the end of their respective terms. Given that we became a public company in December 2020, the Board has not established term limits, as we believe that directors who develop insight into the Company and our operations over time provide an increasing contribution to the Board as a whole. To ensure the Board continues to generate new ideas and operate effectively, the Nominating and Corporate Governance Committee evaluates individual Board member performance.

  44. Pay Ratio

    Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we provide the following “pay ratio” information for the 2025 fiscal year. The pay ratio included in this information represents a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, the annual total compensation of our President and Chief Executive Officer, Mr. Kotler, as provided in the Summary Compensation Table, was $5,494,095. The median employee identified in the prior year is no longer employed. Accordingly, we selected another employee with substantially similar compensation to serve as the median employee for the current year. The annual total compensation of our median employee, a sales associate located in Indiana, was $26,103 for 2025, which was calculated using the same methodology as required by the Summary Compensation Table. Therefore, the ratio of the annual total compensation of our CEO to that of our median employee for the 2025 fiscal year was approximately 210:1. To determine the median employee (excluding Mr. Kotler), we used December 31, 2024 as the determination date, and we ranked each employee (other than Mr. Kotler) based on their total cash compensation for 2024. Compensation for permanent employees who did not work the entire measurement period was annualized; however, no other exemptions, assumptions, adjustments or estimates were used. We excluded five individuals that were located in Israel under the de minimis exception because these non-U.S. employees account for less than 1% of our total employees. Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  45. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS The Nominating and Corporate Governance Committee recommended for nomination, and the Board of Directors nominated the following persons for election as members of our Board of Directors at the Annual Meeting. If elected, each nominee will hold office until the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified.

  46. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | Name | Positions and Offices with the Company | | Sherman K. Edmiston III | Director | | Yona Fogel | Director | | Avram Friedman | Director | | Andrew R. Heyer | Lead Independent Director | | Laura Shapira Karet | Director | | Arie Kotler | President, Chief Executive Officer and Chairman of the Board |

  47. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    The section titled “Directors & Named Executive Officers” beginning on page 7 of this Proxy Statement contains information about the leadership skills and other experience that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that these nominees should serve as directors of the Company. We believe that each of these directors possesses the experience, skills, and qualities to fully perform his or her duties as a director and contribute to our success. Our directors have been nominated because they possess the highest standards of personal integrity, interpersonal and communication skills, are highly accomplished in their fields, understand the interests and issues that are important to our stockholders, and are able to dedicate sufficient time to fulfilling their obligations as directors. Our directors as a group complement each other with their respective experiences, skills, and qualities. While our directors make up a diverse group in terms of age, gender and professional experience, together they comprise a cohesive body in terms of Board process and collaboration. Vote Required. If a quorum is present, the directors will be elected by a plurality of the votes of shares present and entitled to vote at the Annual Meeting. Accordingly, the nominees who receive the largest number of votes cast will be elected. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.