ARKO Petroleum Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. General

ARKO Petroleum Corp. (the “Company”) was formed in July 2025 as a Delaware corporation and an indirect wholly owned subsidiary of ARKO Corp., a Delaware corporation (“ARKO Parent”) whose common stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “ARKO.”

On February 13, 2026, the Company completed its initial public offering of 11,111,111 shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”), at a price to the public of $18.00 per share. In connection with the initial public offering, the Company granted to the underwriters an option for a period of 30 days following the closing of the initial public offering to purchase up to an additional 1,666,666 shares of Class A common stock to cover over-allotments. On March 5, 2026, the underwriters exercised their option to purchase 1,459,112 shares of Class A common stock, and on March 9, 2026, the Company issued and sold such shares to the underwriters. The foregoing transactions are collectively referred to as the “IPO.” The total net proceeds from the IPO were approxim ately $206.8 million, after deducting $15.8 million in underwriting discounts and commissions and $3.7 million of offering costs. As of the date of this Quarterly Report on Form 10-Q, ARKO Parent owns 35,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), representing 73.6% of the economic interests in the Company and 93.3% of the combined voting power of the Class A common stock and Class B common stock. The Class A common stock is listed on Nasdaq under the symbol “APC.” The Class B common stock is not publicly listed or traded.

In connection with the closing of the IPO, ARKO Parent completed a series of transactions whereby ARKO Parent (i) transferred certain real estate and equipment assets to the Company, along with assigning, leasing or subleasing the leasehold interest in certain properties, (ii) contributed all of the issued and outstanding equity interests in certain subsidiaries to the Company, and (iii) entered into, or amended, various agreements, including agreements pursuant to which the GPMP segment will continue to be the exclusive supplier of fuel to substantially all of ARKO Parent’s convenience stores that sell fuel (“ARKO Retail Sites”). Additionally, in connection with such transactions, certain of the contributed subsidiaries transferred to ARKO Parent certain real estate assets related to ARKO Parent’s retail segment and the Company entered into certain subleases, as the sublessee, and master leases, as cotenant or a sublessee, with ARKO Parent for the sites on which the Company operates.

The accompanying financial statements for the periods prior to the IPO were derived primarily from the historical accounting records of ARKO Parent’s wholesale business, fleet fueling business and the supply of fuel to substantially all ARKO Retail Sites (together, the “Business”), which was contributed to the Company upon the IPO, and have been carved out of the activity of ARKO Parent and combined. The Company’s operations are primarily performed by the following wholly owned subsidiaries (and their respective subsidiaries) contributed to the Company by ARKO Parent: GPM Empire, LLC, a Delaware limited liability company formed in 2020 (“GPME”), and GPM Petroleum LP, a Delaware limited partnership formed in 2015 (“GPMP”). See Note 2 for basis of presentation details.

The Company is engaged in (i) wholesale activity, which includes the supply of fuel to gas stations operated by third-party dealers, (ii) fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and the issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites, and (iii) wholesale distribution of fuel to substantially all of the ARKO Retail Sites. As of March 31, 2026, the Company’s activity included the supply of fuel to 2,126 gas stations operated by dealers, the supply of fuel to 1,056 gas stations operated by ARKO Parent, and the operation of 292 cardlock locations, in the District of Columbia and throughout more than 30 states in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States (“U.S.”).

The Company hasthree reportable segments: wholesale, fleet fueling and GPMP. Refer to Note 9 below for further information with respect to the segments.

2. Summary of Significant Accounting Policies

Basis of Presentation

For the periods preceding the IPO, the accompanying condensed consolidated financial statements (the “interim financial statements”) represented the results of operations, financial position and cash flows of the Business, inclusive of assumptions and allocations made to depict the Business on a standalone basis, and have been derived from the reviewed condensed consolidated financial statements of ARKO Parent. These interim financial statements reflect the historical results of operations, financial position and cash flows of the Business for the periods presented. Accordingly, if the Business had operated as a standalone entity, its results may have differed materially from those presented in the interim financial statements. The carve-out transaction involved the reorganization of the Business and its net assets under common control; therefore, the historical cost basis for the Business’ net assets used in these interim financial statements was the same as ARKO Parent’s historical cost basis for these net assets.

All revenues and costs as well as assets and liabilities directly associated with the Business have been included in the interim financial statements. For the periods preceding the IPO, the interim financial statements also include allocations of certain operating and corporate expenses from ARKO Parent relating to the Business based on the historical financial statements and accounting records of ARKO Parent. See Note 12 for more information about the expenses allocated from ARKO Parent. The expense allocation has been determined based on what management considered to be the most reasonable reflection of the Business’ expenses for the periods preceding the IPO. However, the allocation may not reflect the costs the Business would have incurred if it had operated as a separate, standalone entity for the periods preceding the IPO or if the Business had been operated by a different parent entity.

ARKO Parent used a centralized approach to cash management and financing of its operations. Financial transactions relating to the Business were accounted for through ARKO Parent’s net investment account for the periods preceding the IPO. Accordingly, none of ARKO Parent’s cash, cash equivalents or debt at the corporate level were assigned to the Business in the interim financial statements for the periods preceding the IPO, except for the Capital One Line of Credit and certain M&T Bank financing attributable to the Business as further described in Note 3 below and in the annual financial statements (as defined below). ARKO Parent’s net investment represented ARKO Parent’s interest in the recorded net assets of the Business.

All significant transactions between the Business and ARKO Parent were reflected within ARKO Parent’s net investment within the interim financial statements for the periods preceding the IPO, and all significant intercompany balances and transactions within the Business have been eliminated in the interim financial statements.

Interim Financial Statements

The interim financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 are unaudited and have been prepared in accordance with U.S. GAAP for interim financial information and Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) for interim reporting. In the opinion of management, all adjustments (consisting of normal and recurring adjustments except those otherwise described herein) considered necessary for a fair presentation have been included in the accompanying interim financial statements. However, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. Therefore, the interim financial statements should be read in conjunction with the audited combined financial statements and accompanying notes of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “annual financial statements”).

The same significant accounting policies, presentation and methods of computation have been followed in these interim financial statements as were applied in the preparation of the annual financial statements.

Accounting Periods

The Company’s fiscal periods end on the last day of the month, and its fiscal year ends on December 31. This results in the Company experiencing fluctuations in current assets and current liabilities due to purchasing and payment patterns which change based upon the day of the week. As a result, working capital can change from period to period not only due to changing business operations, but also due to a change in the day of the week on which a period ends.

Use of Estimates

In the preparation of interim financial statements, management may make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include lease liabilities; impairment of goodwill, intangible, right-of-use and fixed assets; environmental assets and liabilities; deferred tax assets; and asset retirement obligations.

Trade Receivables

The majority of trade receivables are typically from dealers, fleet fueling customers and credit card companies in the ordinary course of business. Balances due in respect of credit cards processed through the Company’s fuel suppliers and other providers are collected within two to three days depending upon the day of the week of the purchase and time of day of the purchase. Receivables from dealers and customer credit accounts are typically due within one to 30 days and are stated as amounts due. Accounts that are outstanding longer than the payment terms are considered past due. At each balance sheet date, the Company recognizes a loss allowance for expected credit losses on trade receivables. As of March 31, 2026, March 31, 2025, December 31, 2025 and December 31, 2024, net trade receivables totaled$151.5 million, $102.3 million,$80.8 million and $88.2 million, respectively.

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to the customers. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a single point in time or over time, based on when control of goods and services transfers to a customer. Control is transferred to the customer over time if the customer simultaneously receives and consumes the benefits provided by the Company’s performance. If a performance obligation is not satisfied over time, the Company satisfies the performance obligation at a single point in time.

Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services.

When the Company satisfies a performance obligation by transferring control of goods or services to the customer, revenue is recognized against contract assets in the amount of consideration to which the Company is entitled. When the consideration amount received from the customer exceeds the amounts recognized as revenue, the Company recognizes a contract liability for the excess.

An asset is recognized related to the costs incurred to obtain a contract (e.g. sales commissions) if the costs are specifically identifiable to a contract, the costs will result in enhancing resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. These capitalized costs were$8.5 million,$7.0 million,$8.2 million and$6.7 million as of March 31, 2026, March 31, 2025, December 31, 2025 and December 31, 2024, respectively, were recorded as a part of other current assets and other non-current assets on the condensed consolidated balance sheets and were amortized on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. Amortization expense for the three months ended March 31, 2026 and 2025 was$0.6 million and$0.4 million, respectively, and was included in fuel costs in the condensed consolidated statements of operations. The Company expenses the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period isone year or less.

The Company recognizes a contract asset when making upfront incentive payments to dealers. Certain of the upfront consideration represents a prepaid incentive, as these payments are not made for distinct services provided by the dealer. Others represent payments for equipment installed at a dealer location. The prepaid incentives were$56.0 million,$44.9 million,$51.8 million and$43.8 million as of March 31, 2026, March 31, 2025, December 31, 2025 and December 31, 2024, respectively, and were recorded as a part of other current assets and other non-current assets on the condensed consolidated balance sheets and were amortized as a reduction of revenue over the term of the specific agreement. Amortization expense for the three months ended March 31, 2026 and 2025 was$2.0 million and$1.4 million, respectively.

The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or a net basis. In performing this analysis, the Company considers first whether it controls the goods before they are transferred to the customers and if it has the ability to direct the use of the goods or obtain benefits from them. The Company also considers the following indicators: (1) the primary obligor, (2) the latitude in establishing prices and selecting suppliers, and (3) the inventory risk borne by the Company before and after the goods have been transferred to the customer. When the Company acts as principal, revenue is recorded on a gross basis. When the Company acts as agent, revenue is recorded on a net basis.

Certain fuel and sales taxes are invoiced by fuel suppliers or collected from customers and remitted to governmental agencies either directly, or through suppliers, by the Company. Whether these taxes are presented on a gross or net basis is dependent on whether the Company is acting as a principal or agent in the sales transaction. Fuel excise taxes are presented on a gross basis for fuel sales because the Company is acting as the primary obligor, has pricing latitude, and is also exposed to inventory and credit risks.

Refer to Note 10 for disclosure of the revenue disaggregated by segment and product line, as well as a description of the reportable segment operations.

Income Taxes

For periods preceding the IPO, income taxes were prepared under the separate return method, consistent with the provisions of ASC 740, Income Taxes, and demonstrate the tax impact on the Company had it not been eligible to be included in a consolidated income tax return with ARKO Parent. The interim financial statements reflected the income tax expense and deferred tax assets or liabilities attributable to the Company. Cash paid for taxes due during each reporting period preceding the IPO was paid by ARKO Parent and settled through equity in alignment with ASC 740.

Leases

The Company recorded on the condensed consolidated balance sheets the right-of-use assets and lease liabilities if the Company or any of its subsidiaries are an obligor of a lease agreement or for historical periods, if the Company was expected to assume the lease obligation related to a lease arrangement entered into by ARKO Parent. Similarly, for historical periods the Company had accounted forthe subleases as if the Company or any of its subsidiaries are a sublessor of a sublease agreement if it was expected to assume and benefit from the sublease arrangement entered into by ARKO Parent.

Earnings Per Share

Basic earnings per share are calculated in accordance with ASC 260, Earnings Per Share, by dividing net income attributable to the Company by the weighted average number of common shares outstanding during the year. Diluted earnings per share are calculated, if applicable, by adjusting net income attributable to the Company and the weighted average number of common shares, taking into effect all potential dilutive common shares.

The Company’s share count has been recast in all periods preceding the IPO to reflect the number of shares of Class B common stock, $0.0001 par value per share, issued in conjunction with the IPO to ARKO Parent in exchange for the 1,000 shares of common stock initially issued to ARKO Parent in connection with the Company’s initial incorporation, which shares of common stock were cancelled as part of the exchange. As such, the share counts, corresponding common stock amounts and earnings per share have been retroactively adjusted.

In accordance with ASC 260, the shares of Class A common stock issued in connection with the IPO are included in earnings (loss) per share calculations for periods subsequent to the closing of the IPO and are not included in the earnings (loss) per share calculations for periods prior to the closing of the IPO.

Share-Based Compensation

ASC 718, Compensation – Stock Compensation, requires the cost of all share-based payments to employees to be recognized in the statements of operations and establishes fair value as the measurement objective in accounting for share-based payment arrangements of ARKO Parent and the Company. ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards on the date of grant.

Restricted share units are valued based on the fair market value of the underlying stock on the date of grant. The Company records compensation expense for these awards based on the grant date fair value of the award, recognized ratably over the vesting period of the award. Additionally, certain awards include performance conditions. For awards with performance conditions, share-based compensation expense is estimated based on the probable outcome of shares to be awarded adjusted as necessary at each reporting period. The Company’s share-based compensation expense is adjusted for forfeitures when they are incurred.

New Accounting Pronouncements Adopted

Credit Losses– In May 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides optional practical expedients to simplify the estimation of expected credit losses on certain financial assets. The amendments modify the CECL model by introducing streamlined approaches for determining expected credit losses on current accounts receivable and contract assets, along with related enhancements to required disclosures about credit risk and the measurement of expected credit losses. This ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. The practical expedients and disclosure enhancements are required to be applied prospectively. The adoption of this ASU, including the practical expedients, did not have a material impact on the Company’s interim financial statements and related disclosures.

New Accounting Pronouncements Not Yet Adopted

Expense Disaggregation Disclosures– In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement. The standard requires disclosures about specific types of expenses included in the expense captions presented in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its disclosures.

Derivatives and Hedging– In December 2024, the FASB issued ASU 2024-05, Derivatives and Hedging (Topic 815): Improvements to Hedge Accounting and Disclosure Requirements, which enhances transparency around an entity’s hedging activities. The standard expands existing disclosure requirements related to an entity’s risk management objectives and strategies for undertaking hedging activities, the effects of hedging instruments on the financial statements, and the presentation of gains and losses associated with derivatives and hedged items. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The amendments are required to be applied on a prospective basis, with certain disclosures permitted to be applied retrospectively. The Company is currently evaluating the impact that the adoption of this standard will have on its disclosures.

3. Debt

The components of debt were as follows:

M&T Bank Credit Agreement

In connection with the consummation of the IPO, on February 11, 2026, the ARKO Parent credit agreement with M&T Bank (the “M&T Credit Agreement”) was amended to remove the Company’s subsidiaries as borrowers or guarantors thereunder, and the Company’s assets that previously served as collateral under the M&T Credit Agreement were released from M&T’s security interest.

ARKO Parent Related Party Notes

On February 13, 2026, the Company entered into subordinated, unsecured promissory notes (the “ARKO Parent Notes”) with subsidiaries of ARKO Parent in an aggregate principal amount of $14.9 million which equaled the portion of the debt under the M&T Credit Agreement attributable to the Business. The material terms of the ARKO Parent Notes mirror those contained in the M&T Credit Agreement; provided that the ARKO Parent Notes have a 15-year term. The ARKO Parent Notes are intended to reflect the economics of, and align the Company’s payment obligations with, the portion of the indebtedness outstanding under the M&T Credit Agreement that is attributable to the Business.

Financing Agreement with PNC Bank, National Association (“PNC”)

ARKO Parent and certain subsidiaries (including certain of the Company’s subsidiaries) have financing arrangements with PNC that provide secured revolving credit facilities for purposes of financing working capital. Prior to the IPO, ARKO Parent maintained a single secured revolving credit facility with PNC (the “ARKO Parent PNC Line of Credit” and the credit agreement related thereto, the “ARKO Parent PNC Credit Agreement”).

In connection with the consummation of the IPO, the ARKO Parent PNC Credit Agreement was separated into two distinct credit facilities. The ARKO Parent PNC Credit Agreement was amended and restated to, among other things, remove the Company’s subsidiaries as co-borrowers from the ARKO Parent PNC Credit Agreement. Concurrently, certain of the Company’s subsidiaries entered into a separate amended and restated credit agreement with PNC (the “PNC Credit Agreement”) providing for a secured revolving credit facility (the “PNC Line of Credit”) with substantially similar terms as those under the ARKO Parent PNC Line of Credit; provided that the aggregate principal amount available under the ARKO Parent PNC Line of Credit is up to $56 million, and the PNC Line of Credit is up to $84 million, for total aggregate availability of $140 million which was the aggregate principal availability under the ARKO Parent PNC Line of Credit prior to the IPO. The PNC Credit Agreement, among other carveouts, permits distributions to the Company for purposes of making dividends provided that no event of default shall have occurred thereunder and the borrowers have “Undrawn Availability” and “Average Undrawn Availability” (in each case, as defined in such agreement) of not less than 20% of the Maximum Revolving Advance Amount (as defined in such agreement). The maturity date for the PNC Line of Credit is the earliest of: (i) February 13, 2031, (ii) the date that is six months prior to the maturity date of the Senior Notes (as defined in Note 11) or any permitted refinancing thereof, subject to certain conditions, and (iii) the date that is six months prior to the maturity date of the Capital One Line of Credit. As of March 31, 2026, there wereno borrowings under the PNC Line of Credit.

The PNC Line of Credit contains customary restrictive covenants and events of default.

Financing Agreement with a Syndicate of Banks led by Capital One, National Association

GPMP has a revolving credit facility with a syndicate of banks led by Capital One, National Association, in an aggregate principal amount of up to $800 million (as amended, the “Capital One Line of Credit”). At GPMP’s request, the Capital One Line of Credit can be increased up to $1.0 billion, subject to obtaining additional financing commitments from current lenders or from other banks, and subject to certain terms as detailed in the Capital One Line of Credit. The Capital One Line of Credit is available for general GPMP purposes, including working capital, capital expenditures and permitted acquisitions. The Capital One Line of Credit matures on May 5, 2028.

On January 13, 2026, GPMP entered into an amendment to the Capital One Line of Credit, and has since used$206.7 million ofthe net proceeds from the IPO to repay indebtedness outstanding under the Capital One Line of Credit. The Company and certain of its subsidiaries entered into certain pledge and security agreements whereby the Capital One Line of Credit is secured by GPME’s interest in, and proceeds from, the Company’s agreements with ARKO Parent and the Company’s fuel supply agreements with certain of its fuel supply partners and a pledge of the Company’s equity interests in GPMP.

4. Leases

Lessee

As of March 31, 2026, ARKO Parent and the Company collectively leased 551 dealer locations,155 cardlock locations, former store locations, and certain office and storage spaces, including land and buildings in certain cases. Most of the lease agreements are for long-term periods, ranging from 15 to 20 years, and generally include several renewal options for extension periods forfive to 25 years. Additionally, ARKO Parent and the Company lease certain store equipment, office equipment, automatic tank gauges and fuel dispensers.

As of March 31, 2026, the Company directly leased a total of 177 dealer locations and cardlock locations. In addition, as of March 31, 2026, the Company or its subsidiaries leased jointly and sever ally with ARKO Parent from third party lessors 233 sites, of which 129 sites were attributable to the Business. As of March 31, 2026, the total lease liabilities related to such joint and several agreements were$337.2 million, of which$154.6 million related to the Business and was recorded on the condensed consolidated balance sheet. Refer to Note 12 for details on related party leases.

The components of lease cost recorded on the condensed consolidated statements of operations were as follows:

Lessor

The Company leases and subleases owned and leased properties to dealers and other tenants and subtenants, directly or as assigned by ARKO Parent, which are accounted for as operating or sales-type leases. The majority of these leases and subleases are for periods of up to 10 years, which may be a fixed period or a shorter period with an option or series of renewal options, and in certain cases with additional renewal options beyond 10 years. Some of the lease agreements include lease payments that are based upon the tenant’s or subtenant’s sales subject to fixed minimum lease payments. Lessees often post a security deposit as collateral at the time of lease inception. Total operating lease income was approximately$15.3 million and$9.4 million for the three months ended March 31, 2026 and 2025, respectively. Lease income is included in other revenues, net in the condensed consolidated statements of operations.

5. Financial Derivative Instruments

The Company makes limited use of derivative instruments (futures contracts) to manage certain risks related to diesel fuel prices. The Company does not hold any derivatives for speculative purposes and it does not use derivatives with leveraged or complex features. The Company currently uses derivative instruments that are traded primarily over national exchanges such as the New York

Mercantile Exchange (“NYMEX”). For accounting purposes, the Company has designated its derivative contracts as fair value hedges of firm commitments.

As of both March 31, 2026 and December 31, 2025, the Company had fuel futures contracts to hedge approximately 2.4 million gallons of diesel fuel for which the Company had a firm commitment to purchase. As of March 31, 2026 and December 31, 2025, the Company had an asset derivative with a fair value of approximately$0.7 million and$0.1 million, respectively, recorded in other current assets, and a firm commitment with a fair value of approximately$0.7 million and$0.1 million, respectively, recorded in other current liabilities on the condensed consolidated balance sheets.

As of March 31, 2026 and December 31, 2025, there was$0.7 million and$0, respectively, of cash collateral provided to counterparties that was classified as restricted cash on the condensed consolidated balance sheets. All cash flows associated with purchasing and selling fuel derivative instruments are classified as other operating activities, net in the condensed consolidated statements of cash flows.

6. Equity

Voting Rights of Common Stock

Under the Company’s amended and restated certificate of incorporation, holders of Class A common stock are entitled to one vote per share, and holders of Class B common stock are entitled to five votes per share, in each case on all matters submitted to a vote of the Company’s stockholders. Shares of Class B common stock may only be owned by ARKO Parent and its affiliates (other than the Company).

Dividends

The Company’s board of directors (the “Board”) declared on March 27, 2026 a quarterly pro-rated dividend of $0.26 per share of common stock, pro-rated to reflect the portion of the first quarter of 2026 following the closing of the IPO on February 13, 2026. This dividend was paid on April 21, 2026 to stockholders of record as of April 10, 2026, totaling $12.4 million. The Company currently intends to pay a regular quarterly cash dividend of $0.50 per share to holders of its common stock, or $2.00 per share on an annualized basis.

The Board will determine the amount, timing, and payment of any dividend in its sole discretion taking into account Discretionary Cash Flow, reserves for working capital and investment capital expenditures, debt service, the prudent conduct of the Company’s business, and other factors it deems relevant. The Company’s objective is to pay to its common stockholders a consistent and growing cash dividend that is sustainable on a long-term basis. Cash dividends paid in respect of Class A common stock will also be paid in respect of Class B common stock. As a result, dividends paid on common stock will be received on a pro rata basis by holders of its Class A common stock and holders of Class B common stock, which Class B common stock is held indirectly by ARKO Parent. There can be no assurance that the Company will continue to pay such dividends or the amounts of such dividends.

7. Share-Based Compensation

ARKO Petroleum Corp. Incentive Compensation Plan

The Company adopted the ARKO Petroleum Corp. 2026 Incentive Compensation Plan immediately prior to the IPO. Under such plan, the compensation committee of the Board has approved the grant of performance-based restricted stock units of the Company (“APC PSUs”) to certain of the Company’s employees and certain employees of ARKO Parent who are not employed by the Company but, on behalf of ARKO Parent, provide management services to the Company. Vesting periods are assigned to APC PSUs on a grant-by-grant basis at the discretion of the Board and except in certain limited situations, all awards are subject to a minimum vesting period of one year. The Company will issue new shares of Class A common stock upon vesting of the APC PSUs.

Additionally, non-employee directors serving on the Board receive an annual restricted stock unit (“APC RSUs”) grant andmay receive APC RSUs in lieu of up to 100% of cash fees, which vest immediately, are entitled to dividends declared on the Company’s common stock, and will be settled in shares of Class A common stock of the Company upon the director’s departure from the Board, or upon an earlier change in control of the Company. During the three months ended March 31, 2026, no APC RSUs were issued to the Company’s non-employee directors.

Restricted Stock Units and Performance-based Restricted Stock Units

The following table summarizes share activity related to the APC PSUs:

During the three months ended March 31, 2026, the Company granted approximately 62 thousand APCPSUs to its employees and approximately 58 thousand APC PSUs to employees of ARKO Parent who provide on behalf of ARKO Parent services to the Company, which, subject to achieving certain performance criteria, could result in the issuance of a number of shares of Class A common stock equal to up to 150% of the number of APC PSUs granted, net of APC PSUs forfeited. The APC PSUs were awarded to certain employees and cliff vest at the end of a one orthree-year period, subject to the achievement of specific performance criteria measured over such period. The number of APC PSUs that will ultimately vest is contingent upon the recipient continuing to be in the continuous service of the Company or ARKO Parent and related entities through the last day of the performance period or the applicable vesting date and a certification by the compensation committee of the Board that the applicable performance criteria have been met.

The Company assesses the probability of achieving the performance criteria on a quarterly basis, and the compensation committee of the Board determines whether the performance criteria were satisfied, and certifies the award’s vesting percentage, if any, during the fiscal quarter following the end of the applicable performance period.

ARKO Corp. Incentive Compensation Plan

The compensation committee of ARKO Parent’s board of directors (the “ARKO Parent Board”) has approved the grant of non-qualified restricted stock units (“ARKO RSUs”) and performance-based RSUs (“ARKO PSUs”) to certain Company employees under the ARKO Corp. 2020 Incentive Compensation Plan. Vesting periods are assigned to ARKO RSUs on a grant-by-grant basis at the discretion of the ARKO Parent Board and except in certain limited situations, all awards are subject to a minimum vesting period of one year. ARKO Parent will issue` new shares of ARKO Parent’s common stock upon vesting of the ARKO RSUs.

Restricted Stock Units and Performance-based Restricted Stock Units

The following table summarizes share activity related to the ARKO RSUs and ARKO PSUs issued to Company employees:

During the three months ended March 31, 2026, ARKO Parent granted approximately 12 thousand ARKO PSUs to the Company’s employees, which, subject to achieving certain performance criteria, could result in the issuance of a number of shares of ARKO Parent’s common stock equal to up to 150% of the number of ARKO PSUs granted, net of ARKO PSUs forfeited. The ARKO PSUs were awarded to certain employees and cliff vest at the end of a one orthree-year period, subject to the achievement of specific ARKO Parent performance criteria measured over such period. The number of ARKO PSUs that will ultimately vest is contingent upon the recipient continuing to be in the continuous service of the Company and related entities through the last day of the performance period or the applicable vesting date and a certification by the compensation committee of the ARKO Parent Board that the applicable performance criteria have been met.

ARKO Parent assesses the probability of achieving the performance criteria on a quarterly basis, and the compensation committee of the ARKO Parent Board determines whether the performance criteria were satisfied, and certifies the award’s vesting percentage, if any, during the fiscal quarter following the end of the applicable performance period. In the first quarter of 2026, the compensation committee of the ARKO Parent Board determined that the performance criteria for the performance period ended December 31, 2025 hadbeen met and certified that the percentage of ARKO PSUs that vested with respect to the target amount for the

ARKO PSUs granted in 2023 was 60%and for ARKO PSUs granted in 2025 with cliff vesting at the end of a one-year period was 100%.

The fair value of ARKO RSUs and ARKO PSUs released during the three months ended March 31, 2026 was$0.9 million.

Share-Based Compensation Cost

As of March 31, 2026, total unrecognized compensation cost related to ARKO RSUs, ARKO PSUs and APC PSUs was approximately$3.3 million, which is expected to be recognized over a weighted average period of approximately 2.3 years.

Total share-based compensation cost recorded for the Company’s employees and certain employees of ARKO Parent who provide management services to the Company for each of the three months ended March 31, 2026 and 2025 was$0.3 million, and is included in general and administrative expenses on the condensed consolidated statements of operations.

8. Earnings per Share

The holders of the Company’s Class A and Class B common stock (together, “common stock”) have identical liquidation and dividend rights but different voting rights. Accordingly, the Company presents the earnings per share (“EPS”) for Class A and Class B common stock together.

The following table sets forth the computation of basic and diluted net income per share of common stock:

The following potential shares of common stock have been excluded from the computation of diluted net income per share because their effect would have been antidilutive:

9. Fair Value Measurements and Financial Instruments

The fair value of cash and cash equivalents, restricted cash, trade receivables, accounts payable and other current liabilities approximated their carrying values as of March 31, 2026 and December 31, 2025 primarily due to the short-term maturity of these instruments. The fair value of the other long-term debt approximated their respective carrying values as of March 31, 2026 and December 31, 2025 due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The fair value of fuel futures contracts was determined using NYMEX quoted values.

10. Segment Reporting

The reportable segments were determined based on information reviewed by the Company’s chief operating decision maker (“CODM”) for operational decision-making purposes, and the segment information is prepared on the same basis that the CODM reviews such financial information. The Company’s reportable segments are wholesale, fleet fueling and GPMP. Arie Kotler, the Company’s President, Chief Executive Officer, and Chairman of the Board, is the CODM. The CODM utilizes operating income from each segment to assess its operating performance and to make decisions about allocating resources to each segment. In reviewing segment operating income each month, the CODM compares actual results to budgets and prior-year performance. Based on this analysis, the CODM allocates incremental capital spending and prioritizes strategic and business development initiatives across the segments. The CODM also uses this measure to make decisions on budgets, acquisitions, capital expenditures, and management compensation.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that rent expenses for each segment are recognized and measured on the basis of cash payments.

The wholesale segment supplies fuel to dealers, sub-wholesalers and bulk and spot purchasers, on either a cost plus or consignment basis. For consignment arrangements, the Company retains ownership of the fuel inventory at the site, is responsible for the pricing of the fuel to the end consumer and shares the gross profit generated from the sale of fuel with the consignment dealers. For cost-plus arrangements, the Company sells fuel to dealers and bulk and spot purchasers on a fixed-fee basis. The sales price is determined according to the terms of the relevant agreement, which typically reflects the Company’s total fuel costs plus the cost of transportation, taxes and a fixed margin, with the Company generally retaining any prompt pay discounts and rebates.

The fleet fueling segment includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites.

The GPMP segment includes the sale and supply of fuel to substantially all ARKO Retail Sites, at the Company’s cost of fuel (including taxes and transportation) plus a fixed margin (through December 31, 2025,5.0 cents per gallon;6.0 cents per gallon thereafter), and a fixed fee (through December 31, 2025,5.0 cents per gallon;6.0 cents per gallon thereafter) charged to certain of ARKO Retail Sites which are not supplied by the Company. ARKO Retail Sites that sell fuel are classified as related party sites. In addition, the GPMP segment includes the sale of fuel to the Company’s locations in the wholesale segment and, beginning February 1, 2026, to the Company’s locations in the fleet fueling segment, at the Company’s cost of fuel (including taxes and transportation) plus a fixed margin (through December 31, 2025,5.0 cents per gallon;6.0 cents per gallon thereafter). Prior to February 1, 2026, the GPMP segment charged a fixed fee (through December 31, 2025,5.0 cents per gallon;6.0 cents per gallon thereafter) primarily to fleet fueling locations that were not supplied by the GPMP segment. These inter-segment transactions were eliminated in the interim financial statements. Through the second quarter of 2025, the GPMP segment also supplied fuel to a limited number of third-party dealers.

The “All Other” segment includes the results of non-reportable segments that do not meet both quantitative and qualitative criteria as defined under ASC 280, Segment Reporting.

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Inter-segment expenses were included within the amounts shown; however, the fuel costs in the wholesale and fleet fueling segments exclude the fixed margin or fixed fee paid to the GPMP segment for the cost of fuel.

The majority of general and administrative expenses, depreciation and amortization, net other expenses, income taxes and minor other income items are not allocated to the segments. Other segment expenses include utilities, telephone, upkeep and taxes, insurance, supplies, and certain other expenses. Other segment expenses in the GPMP segment also include general and administrative expenses, and depreciation and amortization.

With the exception of goodwill, assets and liabilities relevant to the reportable segments are generally not assigned to any particular segment, but rather, managed and reviewed by the CODM at the consolidated level. All reportable segment revenues were generated from sites within the U.S. and substantially all of the Company’s assets were within the U.S.

Inter-segment transactions primarily included the sale of fuel to all of the Company’s wholesale locations, and beginning February 1, 2026, to all the fleet fueling locations, at the Company’s cost of fuel plus a fixed margin. Until February 1, 2026, a fixed fee was charged by the GPMP segment primarily to sites that sold fuel in the fleet fueling segment that were not supplied by the GPMP segment. The effect of these inter-segment transactions was eliminated in the interim financial statements.

A reconciliation of operating income from reportable segments to income before income taxes on the condensed consolidated statements of operations is as follows:

1 Represents the fixed margin or fixed fee (through December 31, 2025,5.0 cents per gallon;6.0 cents per gallon thereafter)paid to the GPMP segment for the cost of fuel and recorded by the GPMP segment as inter-segment revenues.

11. Commitments and Contingencies

Senior Notes

On October 21, 2021, ARKO Parent issued $450.0 million aggregate principal amount of 5.125% Senior Notes due 2029 (the “Senior Notes”), which are guaranteed, jointly and severally on an unsecured basis, by certain of ARKO Parent’s domestic subsidiaries, including the Company and certain of its subsidiaries (the “Guarantors”); however, neither GPMP nor any of its subsidiaries is a Guarantor.

The indenture governing the Senior Notes (the “Indenture”) provides for customary events of default, including (subject in certain cases to customary grace and cure periods), nonpayment of principal or interest; covenant breaches; cross-defaults on other indebtedness and certain bankruptcy events, upon which the trustee or the holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding may accelerate all outstanding obligations thereunder. The Guarantors have unconditionally and irrevocably guaranteed, jointly and severally, on a senior unsecured basis, (a) the full and punctual payment of principal of and interest on the Senior Notes and all other monetary and performance obligations of ARKO Parent thereunder (collectively, the “Guaranteed Obligations”), with contribution rights among Guarantors based on their respective net assets.

The Company believes that the likelihood of the Guarantors, including the Company, being required to make payments under the Guarantee Obligations is remote based on ARKO Parent’s current financial condition and anticipated financial performance, but that likelihood would increase if ARKO Parent’s financial condition deteriorates.

The Indenture contains customary restrictive covenants that, among other things, generally limit the ability of ARKO Parent and substantially all of its subsidiaries, including the Guarantors, to create liens, pay dividends, acquire shares of capital stock, make payments on subordinated debt, sell assets, enter into transactions with affiliates, and incur indebtedness.

The Senior Notes and the guarantees rank equally in right of payment with all of ARKO Parent’s and the Guarantors’ respective existing and future senior unsecured indebtedness and are effectively subordinated to all of ARKO Parent’s and the Guarantors’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and are structurally subordinated to any existing and future obligations of subsidiaries of ARKO Parent and the Company that are not Guarantors.

Environmental Liabilities and Contingencies

The Business is subject to certain federal and state environmental laws and regulations associated with sites at which it stores and sells fuel and other fuel products, as well as locations owned, leased, or where there is a contractual obligation that results in ARKO Parent or the Company being the tank operator or owner but are operated by third-party dealers. As of both March 31, 2026 and December 31, 2025, environmental obligations totaled$3.1 million. These amounts were recorded as other current and non-current liabilities on the condensed consolidated balance sheets. Environmental reserves have been established on an undiscounted basis based upon internal and external estimates in regard to each site. It is reasonably possible that these amounts will be adjusted in the future due to changes in estimates of environmental remediation costs, the timing of the payments or changes in federal and/or state environmental regulations.

ARKO Parent maintains certain environmental insurance policies and participates in various state underground storage tank funds that entitle it and the Company to be reimbursed for remediation costs. Estimated amounts that will be recovered from the insurance policies and various state funds for the exposures totaled$1.8 million as of both March 31, 2026 and December 31, 2025, and were recorded as other current and non-current assets on the condensed consolidated balance sheets.

Asset Retirement Obligation

As part of the fuel operations at its proprietary cardlock locations, at most of the owned and leased dealer locations, at certain other dealer locations and third-party cardlock locations where the Company owns storage tanks or otherwise agreed to be contractually liable for tank maintenance, there are aboveground and underground storage tanks for which the Company is responsible. The future cost to remove a storage tank is recognized over the estimated remaining useful life of the storage tank, or if sooner, the termination of the applicable lease. A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recorded at the time a storage tank is installed. The estimated liability is based upon historical experience in removing storage tanks, estimated tank useful lives, external estimates as to the cost to remove the tanks in the future and current and anticipated federal and state regulatory requirements governing the removal of tanks, and discounted. The Company has recorded an asset retirement obligation of$49.4 million and$47.6 million as of March 31, 2026 and December 31, 2025, respectively. The current portion of the asset retirement obligation is included in other current liabilities on the condensed consolidated balance sheets.

Legal Matters

ARKO Parent and the Company are parties to various legal actions, as both plaintiffs and defendants, in the ordinary course of business. The Company’s management believes, based on estimations with support from legal counsel for these matters, that these legal actions are routine in nature and incidental to the operation of the Business and that it is not reasonably probable that the ultimate resolution of these matters will have a material adverse impact on the Business, financial condition, results of operations and cash flows.

12. Related Party Transactions

Balances with related parties, in addition to those disclosed in Note 3, were as follows as of the periods noted:

Transactions with related parties, in addition to those disclosed in the condensed consolidated statements of operations, were as follows for the periods noted:

Contribution Agreement

On February 12, 2026, ARKO Parent entered into a contribution agreement with the Company (the “Contribution Agreement”), pursuant to which ARKO Parent contributed its equity interests in GPME, GPM RE LP, GPMP and GPMP’s general partner to the Company, as described in Note 1.

Fuel Distribution Agreements – as of December 31, 2025 and through the IPO

i.

Fuel distribution agreements – the Company was a party to the majority of the agreements with fuel suppliers relating to the supply of fuel to ARKO Parent and its subsidiaries, and ARKO Parent guaranteed the Company’s obligations under certain of such agreements.

ii.

Distribution agreement with ARKO Parent – ARKO Parent was party to an exclusive supply agreement with the Company related to substantially all of ARKO Parent’s sites, pursuant to which ARKO Parent purchased fuel from the Company at the Company’s cost of fuel including taxes and transportation, plus a fixed margin. Such supply arrangements had terms until May, 15, 2028 or with respect to sites acquired in June 2018 or later, for 10 years from the date of the applicable acquisition.

iii.

The Company charges a fixed fee per gallon sold to a limited number of ARKO Retail Sites that are not supplied by the Company.

Fuel Distribution Agreement – subsequent to the IPO

On February 13, 2026, the Company entered into a third amended, restated and consolidated fuel distribution agreement (the “Fuel Distribution Agreement”) with ARKO Parent and certain of its subsidiaries. The Fuel Distribution Agreement regulates the terms and conditions regarding the purchase, sale and exclusive distribution of branded and unbranded gasoline (all grades), diesel fuel, ethanol, biodiesel and kerosene (the “Products”) for the convenience stores and gasoline facilities operated by ARKO Parent and its applicable subsidiaries (the “Stations”).

The Fuel Distribution Agreement requires ARKO Parent to exclusively source from the Company all of its fuel requirements for the Stations, subject to certain limited exceptions, such as pre-existing supply contracts, governmental allocation restrictions, or circumstances outside of ARKO Parent’s control. The Fuel Distribution Agreement establishes pricing based on the applicable rack price plus a fixed adder, together with applicable taxes, fees and surcharges. Under the Fuel Distribution Agreement, the Company agreed to be the exclusive supplier of Products for the Stations for a period of ten years, subject to earlier termination under certain circumstances, including termination if ARKO Parent sells all or substantially all of its business and the party that acquires ARKO Parent’s business does not assume the Fuel Distribution Agreement, subject to ARKO Parent paying liquidated damages.

Additionally, the Fuel Distribution Agreement also governs the circumstances under which stations may be removed from the exclusive supplier arrangement, such as station closures, lease expirations or sales to non-affiliates, subject to certain conditions as set forth in the Fuel Distribution Agreement, and the conditions under which the Company or ARKO Parent may replace branded fuel products, at the cost of the initiating party. In addition, the Fuel Distribution Agreement requires ARKO Parent to market and sell branded fuel sold by the Company in accordance with certain brand standards and governs the non-exclusive license granted by the Company, with consent of the branded fuel suppliers, to ARKO Parent.

Omnibus Agreement

As of December 31, 2025, the Company was party to an omnibus agreement with ARKO Parent dated January 12, 2016, as amended on April 18, 2023 (the “Original Omnibus Agreement”), pursuant to which, among other things the Company received: (i) an initial 10-year right of first offer, extended until May 15, 2028, to purchase the right to distribute fuel to ARKO Parent for newly acquired convenience stores at a negotiated rate; and (ii) an initial 10-year right, extended until May 15, 2028, to participate in transactions with ARKO Parent to acquire any distribution contracts and to negotiate the fuel supply terms for distributing fuel to

ARKO Parent for any convenience stores, independent or lessee dealers, or consignment locations included in a potential acquisition under consideration by ARKO Parent, to the extent the Company is able to reach an agreement on terms. In addition, the Original Omnibus Agreement provided that the Company was obligated to distribute any volumes for stores that ARKO Parent acquires in the future, either at a negotiated rate pursuant to the right of first offer to purchase fuel distribution rights or the alternate fuel sales rate, as described in the Original Omnibus Agreement.

On February 13, 2026, the Company entered into an amended and restated omnibus agreement with ARKO Parent (the “Omnibus Agreement”), which provides that, until the expiration or earlier termination of the Fuel Distribution Agreement, the Company’s subsidiaries will be the exclusive distributors of motor fuel volumes required by ARKO Parent and its affiliates, subject to limited exceptions as described in the Fuel Distribution Agreement. The Omnibus Agreement also governs acquisition and other accretive opportunities and how they will be allocated among the parties. If opportunities arise for either the Company or ARKO Parent to acquire convenience stores, wholesale motor fuel distribution contracts, dealer or consignment locations, fleet fueling locations, or related fuel distribution assets, ARKO Parent will be offered the opportunity to acquire the convenience store businesses, while the Company will be offered the opportunity to acquire wholesale, fleet fueling and supply-related businesses, at a purchase price that the parties negotiate in good faith.

The Omnibus Agreement may be terminated by either party if the other commits a material default that is not cured within 30 days of written notice.

Leases and Sublease arrangements

The Company and ARKO Parent are jointly and severally liable for the obligations under lease agreements under which the Company is also a tenant as described in Note 4.

In connection with the IPO, there are various agreements among the Company, ARKO Parent and its related entities, pursuant to which the Company leases certain of its sites from third parties, subleases from ARKO Parent, or acts as cotenant with ARKO Parent under master leases. An assignment, assumption, master sublease and bill of sale agreement assigns current subleases with operations from ARKO Parent to the Company, contains a bill of sale for the equipment moved from ARKO Parent to the Company, and subleases properties from ARKO Parent to the Company for sites already dealerized. There are also lease agreements, for single site or multi-site leases, each related to Company-owned real property, wherein the Company leases the properties to ARKO Parent. Additionally, there will be sublease agreements for single site deals between ARKO Parent as sublessor and the Company as sublessee relating to leased sites that will be dealerized in the future. Such lease/sublease agreements provide that if more than one person or entity (e.g., shareholders or partners) constitute or comprise lessee or sublessee under such agreements, the obligations of lessee or sublessee, as applicable, shall be joint and several. Additionally, upon a default, the lessor/sublessor may terminate the applicable lease or sublease, reenter and repossess the premises that are the subject of such agreement and lease to any other person, or exercise any other rights and remedies available to it. All of the foregoing agreements contain general indemnity obligations of the parties thereto and are governed by the laws of the state in which the relevant property subject to the agreement is located.

ARKO Parent Notes

On February 13, 2026, the Company entered into the ARKO Parent Notes in an aggregate principal amount of $14.9 million, which equaled to the portion of the debt under the M&T Credit Agreement attributable to the Business, as described in Note 3.

Management Services Agreement

On February 13, 2026, the Company entered into a management services agreement with ARKO Parent (the “Management Services Agreement”), pursuant to which ARKO Parent provides certain administrative services to the Company, including support in the areas of operations, human resources, payroll and benefits administration, financing and accounting, financial and public company reporting, information technology, legal, real estate management, executive services and general administrative services. Under the Management Services Agreement, the Company will pay fees to ARKO Parent based on allocations or a flat fee, subject to periodic adjustments. The Company will also reimburse ARKO Parent for reasonable out-of-pocket expenses incurred in providing the services, including costs of licenses, insurance, taxes, audit fees, compliance costs and expenses associated with the Company’s status as a public company. The fees incurred under the Management Services Agreement were approximately $1.4 million for the period from February 1, 2026 through March 31, 2026, and was included in general and administrative expenses on the condensed consolidated statements of operation.

The Management Services Agreement remains in effect until terminated by mutual consent of the parties, upon a change of control of the Company, upon failure to pay undisputed fees or a material breach, subject to cure periods, or if a service provided by ARKO Parent is no longer required by the Company.

Employee and Intercompany Matters Agreement

On February 13, 2026, the Company entered into an Employee and Intercompany Matters Agreement (the “Employee and Intercompany Matters Agreement”) with ARKO Parent and its subsidiaries, which governs the allocation of employee benefit and compensation plans, and certain shared obligations between the Company and its affiliates.

The Employee and Intercompany Matters Agreement provides for ARKO Parent’s continued participation of the Company’s employees in 401(k), non-qualified deferred compensation plan, health and welfare and other benefit plans until such time as the Company may establish such plans, provided that any such plan the Company establishes will assume the liabilities with respect to its eligible employees under the analogous ARKO Parent plan and the Company shall provide such employees with the same benefits as provided by, or accrued under, such ARKO Parent plan. Outstanding and future equity awards to the Company’s employees under ARKO Parent’s equity incentive plans will continue to vest, if at all, pursuant to their terms, until such time as the Company and the ARKO Parent Board and related compensation committees agree that such awards shall be converted to awards under the Company’s equity incentive plans. The Employee and Intercompany Matters Agreement also provides for the assumption of liabilities relating to the Company’s employees and former employees, and the allocation of costs associated with payroll taxes, workers’ compensation and employee programs.

For so long as ARKO Parent or its affiliates own more than 50% of the Company’s outstanding equity, the Employee and Intercompany Matters Agreement provides the Company shall continue to be covered by ARKO Parent insurance policies, except with respect to the Company’s directors and officers insurance, and the Company may seek recoveries thereunder, provided that the Company does not prejudice or limit ARKO Parent’s recovery under such policies for its own claims. To the extent (i) any self-insured retention or deductible must be shared because a claim relates to both ARKO Parent and the Company or (ii) the applicable policy maximum is reached in any policy year, the Company’s Conflicts Committee and ARKO Parent shall negotiate in good faith to determine a fair and equitable allocation. The Employee and Intercompany Matters Agreement also governs the allocation of indemnity obligations with respect to officers and directors of both entities, confidentiality and legal privilege matters, cooperation in litigation, and covenants with respect to compliance with the terms of the indenture governing the Senior Notes, including the Company’s obligation not to utilize any of the “baskets” therein without ARKO Parent’s consent, ARKO Parent’s agreement to indemnify the Company from any and all payment obligations arising thereunder and reimburse the Company for any amounts which the Company remit to the trustee thereunder.

In addition, the Employee and Intercompany Matters Agreement grants the Company and its subsidiaries a non-transferable, non-exclusive, royalty-free license to use the “GPM” name and related marks. Ownership of the name and marks remains with ARKO Parent, and the Company’s use must comply with ARKO Parent’s quality standards. This license terminates upon the termination of the Employee and Intercompany Matters Agreement.

The Employee and Intercompany Matters Agreement may be terminated only by mutual consent of all parties, except that upon a change of control of the Company or ARKO Parent, one party may terminate the agreement upon no fewer than 60 days’ prior written notice to the other party.

Tax Matters Agreement

On February 13, 2026, the Company and ARKO Parent entered into a Tax Matters Agreement (the “Tax Matters Agreement”) which governs the Company’s and ARKO Parent’s respective rights, responsibilities and obligations with respect to certain tax matters (including tax liabilities (including responsibility and potential indemnification obligations for taxes attributable to the Company’s business and taxes arising, under certain circumstances, in connection with the transfer of shares of the Company’s common stock by means of a pro rata distribution by ARKO Parent to its stockholders, if pursued), tax attributes, tax contests and tax returns (including the Company inclusion in the U.S. federal consolidated group tax return, and certain other combined or similar group tax returns, with ARKO Parent during such time as the minimum ownership requirements are met, and the Company’s continuing joint and several liability with ARKO Parent for such tax returns)).

Registration Rights Agreement

On February 13, 2026, the Company entered into a registration rights agreement with ARKO Corp. (the “Registration Rights Agreement”), which provides ARKO Parent with the following demand, shelf and piggyback registration rights with respect to the registration under the Securities Act of 1933, as amended, of the shares of Class A common stock issuable upon conversion of the Class B common stock owned by ARKO Parent and its affiliates: (i) ARKO Parent and its affiliates (other than the Company) will have the right to cause the Company to effect an unlimited number of demand registrations, subject to certain customary restrictions, which demand registrations may take the form of a shelf registration; (ii) once the Company is eligible to do so, ARKO Parent and its affiliates will have the right to cause the Company to file and have declared effective a shelf registration statement on Form S-3 with respect to all of the shares of Class A common stock issuable upon conversion of the Class B common stock; and (iii) ARKO Parent and its affiliates will have the right to participate in certain registered offerings by the Company of its securities.

The Registration Rights Agreement contains customary provisions relating to cooperation with the registration process, black-out periods and customary securities law indemnity provisions in favor of ARKO Parent. With certain customary exceptions, the Company will be required to bear all registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration of shares pursuant to the Registration Rights Agreement.

ARKO Parent’s Net Investment

Prior to the IPO, ARKO Parent used a centralized approach to cash management and financing of its operations. Financial transactions relating to the Business were accounted for through ARKO Parent’s net investment account until the IPO, except for the Capital One Line of Credit and certain M&T Bank financing attributable to the Business. ARKO Parent’s net investment represented ARKO Parent’s interest in the recorded net assets of the Business. All significant transactions between the Business and ARKO Parent have been included in the interim financial statements in the periods prior to the IPO.

Transactions with ARKO Parent Prior to the IPO

Transactions between the Business and ARKO Parent have been included in the interim financial statements and prior to the IPO, were forgiven at the time the respective transactions were recorded. Prior to the IPO, the total net effect of the settlement of these transactions with ARKO Parent was reflected in the condensed consolidated statements of cash flows as a financing activity and in the condensed consolidated balance sheets as ARKO Parent’s net investment. Prior to the IPO, the components of the net transfers to ARKO Parent were as follows:

Allocation of ARKO Parent Depreciation Expenses

The depreciation expenses included in the condensed consolidated statements of operations for the periods prior to the IPO included an allocation of depreciation for certain locations’ property and equipment owned by ARKO Parent. These expenses have been allocated to the Business on the basis of usage based on specific site allocation.

Allocation of General and Administrative Expenses

The general and administrative expenses included in the condensed consolidated statements of operations for the periods prior to the IPO included an allocation for certain ARKO Parent expenses and shared service functions provided by ARKO Parent. These expenses were allocated to the Business on the basis of estimated usage based on allocation methodologies which include, but were not limited to, total revenues and number of employees. Costs related to being a publicly traded company were not included in the cost allocation.

The Company’s management believes the assumptions regarding the allocation of general and administrative expense from ARKO Parent were and are reasonable. Nevertheless, the interim financial statements does not include the actual expenses that would have been incurred had the Business operated as a standalone public company during the three months ended March 31, 2026 and 2025. Actual costs that would have been incurred if the Business had operated as a standalone public company would depend on multiple factors, including, but not limited to, organizational structure and strategic decisions made in various areas, including information technology and infrastructureand therefore, would result in costs that vary from the allocation in the interim financial statements.