ARKO Corp

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (“PSLRA”), Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements about our expectations, beliefs or intentions regarding our business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described below and in “Item 1A-Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 and this Quarterly Report on Form 10-Q, and described from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). We do not undertake any obligation to update forward-looking statements, except to the extent required by applicable law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance.

Risks and uncertainties, the occurrence of which could adversely affect our business, include the following:

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changes in economic conditions and consumer confidence in the United States;

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our ability to successfully develop, implement, and achieve the anticipated benefits of the Transformation Plan (as defined below), including the planned conversion of certain retail stores within our retail segment to dealer sites within our wholesale segment, which may not occur on commercially reasonable terms, if at all;

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significant changes in the current consumption of, and related regulations and litigation related to, cigarettes and other tobacco products;

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changes in the wholesale prices of motor fuel;

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significant changes in demand for fuel-based modes of transportation;

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the highly competitive fragmented industry in which we operate, characterized by many similar competing products and services;

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our ability to make acquisitions and divestitures on economically acceptable terms;

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our ability to successfully integrate acquired operations or otherwise realize the expected benefits from our acquisitions;

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negative events or developments associated with branded motor fuel suppliers;

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we depend on several principal suppliers for our fuel purchases and one principal supplier for merchandise;

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a portion of our revenue is generated under fuel supply agreements with dealers that must be renegotiated or replaced periodically;

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the retail sale, distribution, transportation and storage of motor fuels is subject to environmental protection and operational safety laws and regulations that may expose us or our customers to significant costs and liabilities;

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failure to comply with applicable laws and regulations;

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the loss of key senior management personnel or the failure to recruit or retain qualified personnel;

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unfavorable weather conditions;

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payment-related risks that may result in higher operating costs or the inability to process payments;

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significant disruptions of information technology systems, breaches of data security or compromised data;

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evolving laws, regulations, standards, and contractual obligations related to data privacy and security regulations, and our actual or perceived failure to comply with such obligations;

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our failure to adequately secure, maintain, and enforce our intellectual property rights and third-party claims of infringement upon their intellectual property rights;

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our dependence on third-party transportation providers for the transportation of most of our motor fuel;

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our operations present risks which may not be fully covered by insurance;

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our variable rate debt;

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the agreements governing our indebtedness contain various restrictions and financial covenants;

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the majority of our common stock is held by a limited number of stockholders and management and their interests may conflict with yours;

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our corporate structure includes Israeli subsidiaries that may have adverse tax consequences and expose us to additional tax liabilities;

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we may not be able to maintain an effective system of internal control over financial reporting and we may not be able to accurately report our financial results or prevent fraud;

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the market price and trading volume of our common stock may be volatile and could decline significantly; and

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sales of a substantial number of shares of our common stock in the public market could cause the prices of our common stock to decline.