ARKO Petroleum Corp.

For the quarter ended March 31, 2026, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and/or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

The compensation committee of our Board (the “Compensation Committee”) adopted a non-employee director compensation program (the “Program”) which provides for payment of the following:

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Annual Cash Retainer: $75,000 paid quarterly

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Annual Equity Retainer: RSUs with a grant date fair value of $100,000

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Audit Committee Chair: additional $20,000

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Compensation Committee Chair: additional $15,000

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Nominating and Corporate Governance Committee Chair: additional $10,000

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Conflicts Committee Member: additional $20,000

The cash component of the Program shall be paid quarterly, and the non-employee directors can elect to receive RSUs in lieu of all or any portion of their cash compensation. The Compensation Committee designed the Program to reward directors for their contributions to our success, align the director compensation program with stockholder interests, and provide competitive compensation necessary to attract and retain high quality non-employee directors. The Compensation Committee expects to review director compensation periodically to ensure that director compensation remains competitive such that our Board can recruit and retain qualified directors.

The Compensation Committee approved a Director Form RSU Agreement to evidences the grant of RSUs pursuant to Program, which shall be made under our 2026 Incentive Compensation Plan, which RSUs are immediately vested as of the date of grant, and which provide for the right to receive one share of Class A common stock, upon the earlier of the director's separation from service or a change in control of the Company. Such RSUs include a cumulative dividend equivalent right, pursuant to which non-employee directors are credited with additional RSUs each time we pay a cash dividend, reflecting the value of dividends that would have been paid had the RSUs been outstanding as shares of Class A common stock.

The foregoing description of the Director Form RSU Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Director Form RSU Agreement, a copy of which is filed as Exhibit 10.12 to this Quarterly Report on Form 10-Q and incorporated by reference in this Item 5.