ARKO Corp.

8565 Magellan Parkway, Suite 400

Richmond, Virginia 23227-1150

To the Stockholders of ARKO Corp.:,

You are cordially invited to attend the 20212024 Annual Meeting of Stockholders (the “Annual Meeting”) of ARKO Corp. (the “Company” or “ARKO”) to be held on June 9, 2021,6, 2024, at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast to enable our stockholders to participate from any location around the world that is convenient tofor them. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ARKO2021.ARKO2024.

The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

You may cast your vote over the Internet, by telephone, or by completing and mailing a proxy card to ensure that your shares will be represented. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend virtually and vote your shares electronically at the Annual Meeting.

Thank you for your continued investment in ARKO.

Chairman, President and Chief

Executive Officer

ARKO Corp.

8565 Magellan Parkway, Suite 400

Richmond, Virginia 23227-1150

NOTICE OF THE 20212024 ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 20212024 Annual Meeting of Stockholders (the “Annual Meeting”) of ARKO Corp. (the “Company” or “ARKO”) is to be held on June 9, 2021,6, 2024, at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ARKO2021.ARKO2024.

We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement accompanying this Notice:

You may vote if you were a record owner of our common stock (NASDAQ: ARKO) at the close of business on April 20, 2021.12, 2024.

The Notice of Internet Availability of Proxy Materials (“Notice”), proxy statement and form of proxy are being distributed and made available on the Internet on or about April 30, 2021.19, 2024. As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials electronically or by mail.

Your vote is very important. Stockholders may vote their shares (1) at the virtual Annual Meeting, (2) by telephone, (3) through the Internet in advance, or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone at 1-800-690-6903 or through the Internet (including voting deadlines) are included in the Notice and in the proxy card. For specific instructions on how to vote your shares, please refer to the instructions on the Notice, in the section titled “INFORMATION ABOUT OUR ANNUAL MEETING” of this Proxy Statement or on the proxy card. Whether or not you expect to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice or the proxy card you received in the mail.

MAURY BRICKS

General Counsel and Secretary

Richmond, Virginia

April 30, 202119, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on

June 9, 2021.6, 2024. The Company’s Proxy Statement and Annual Report, provided to Stockholders on or about

April 30, 202119, 2024 are available at www.proxyvote.com.www.proxyvote.com.

TABLE OF CONTENTS

* To be voted on at the meeting

If you are a beneficial owner and your shares are held through the Tel Aviv Stock Exchange (“TASE”) and you wish to participate in the Annual Meeting you must register in advance by sending a request by no later than June 1, 2021 at 5:00 p.m. (Israel Time) to the Company , c/o Arko Holdings Ltd., via fax to +972-72-2748772, Attention: Irit Aviram, Adv., or by e-mail to: irita@arko-holdings.com, together with an ownership certificate that you may obtain from the Tel Aviv Stock Exchange Clearing House Ltd. (the “TASE Clearing House”) member through which your shares are registered indicating that you were the beneficial owner of such shares on April 20, 2021, the record date for voting. If the TASE member holding your shares is not a TASE Clearing House member, please make sure to include an ownership certificate from the TASE Clearing House member in which name your shares are registered.

We will hold our question and answer session with management immediately following the conclusion of the business to be conducted at the Annual Meeting.

You may submit a question at any time during the meeting by visiting www.virtualshareholdermeeting.com/ARKO2021.ARKO2024. The Chairman of the meeting has broad authority to conduct the Annual Meeting in an orderly manner, including establishing rules of conduct. A replay of the Annual Meeting will be available on our website at https://www.arkocorp.com after the meeting.

What is the purpose of the Annual Meeting?

The Annual Meeting will be held for the following purposes:

CanHow can I vote at the Annual Meeting?

You may vote your shares electronically at the Annual Meeting by using the control number on your Notice, proxy card, or voting instruction form and following the instructions at www.virtualshareholdermeeting.com/ARKO2021.ARKO2024. If you have already voted previously by telephone or Internet, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote.

Can I vote by telephone or Internet?

For beneficial stockholders with shares registered in the name of a brokerage firm or bank, a number of brokerage firms and banks are participating in a program that offers telephone and Internet voting options. Stockholders should refer to the voting instruction form provided by their brokerage firm or bank for instructions on the voting methods they offer. Registered stockholders with shares registered directly in their names with our transfer agent, Continental Stock Transfer & Trust Company, will also be able to vote by telephone and Internet. If your shares are held in an account at a brokerage firm or bank participating in this program or registered directly in your name with Continental Stock Transfer & Trust Company, then you may vote those shares by calling the telephone number specified on your proxy or accessing the Internet website address specified on your proxy instead of

completing and signing the proxy itself. Submitting a telephonic or Internet proxy will not affect your right to vote electronically at the Annual Meeting should you decide to attend the Annual Meeting. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions, and to confirm that stockholders’ instructions have been recorded properly.

The accompanying proxy card provides instructions on how to vote via the Internet or by telephone.

If you are a beneficial owner and your shares are held through the TASE, in order to vote you must complete, sign and date the proxy card (in the form filed by the Company on MAGNA, the distribution site of the Israel Securities Authority, at www.magna.isa.gov.il and on MAYA, the reporting site of the TASE at www.maya.tase.il) and attach to it an ownership certificate from the TASE Clearing House member through which your shares are registered indicating that you were the beneficial owner of the shares on April 20, 2021, the record date for voting, and return the proxy card along with the ownership certificate, to our designated address for that purpose in Israel, Arko Holdings Ltd., 3 Hanechushet Street, Building B, Tel-Aviv 6971068, Israel, or via fax to: 972-72-2748772 Attention: Irit Aviram, Adv. or by e-mail to: irita@arko-holdings no later than June 6, 2021 at 5:00 p.m. Israel Time. If the TASE member holding your shares is not a TASE Clearing House member, please make sure to include an ownership certificate from the TASE Clearing House member in which name your shares are registered. The proxy card and ownership certificate must be received no later than June 6, 2021 at 5:00 p.m. Israel Time to be included in the tally of shares voted at the Annual Meeting.

Who may vote?

The Board set April 20, 202112, 2024 as the record date for the Annual Meeting. Holders of ARKO Corp. common stock at the close of business on the record date are entitled to vote their shares at the Annual Meeting, and any postponements or adjournments of the Annual Meeting.

There were 124,427,805115,743,761 shares of our common stock issued and outstanding as of the record date, all of which are entitled to be voted at the Annual Meeting. As described below, approximately 8.338.5 million shares of common stock convertible from 1.0issuable upon conversion of one million shares of our Series A Preferred Stock, which are currently non-voting shares, may be entitled to vote at the Annual Meeting if the holders of our Series A Preferred Stock elect to “activate” their voting rights. See “—What are the voting rights of ARKO stockholders?”

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with the SEC rules, we may furnish proxy materials, including this proxy statement and our 20202023 Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, we are sending the Notice to our stockholders of record and beneficial stockholders as of April 20, 2021,12, 2024, which is the record date for the Annual Meeting. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The deadline for requesting a printed copy is May 23, 2024 at 5:00 p.m. Eastern Time. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The Company encourages its stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and the cost to the Company associated with the physical printing and mailing of materials.

How can I access the proxy materials over the Internet?

The Notice and proxy card or voting instruction form included with the proxy materials will contain instructions on how to view the proxy materials on the Internet. Electronic copies of this proxy statement and the 20202023 Annual Report are available at www.proxyvote.com.

How can I sign up for the electronic proxy delivery service?

The Notice and proxy card or voting instruction form included with the proxy materials will contain instructions on how to request electronic delivery of future proxy materials. Choosing to receive your future proxy materials by email will eliminate the cost of printing and mailing documents and will reduce the associated environmental impact. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

What are the voting rights of ARKO stockholders?

Holders of our common stock are entitled to one (1) vote per share on each matter that is submitted to stockholders for approval.

We currently have outstanding 1.0one million shares of our Series A Preferred Stock, which are convertible into approximately 8.338.5 million shares of common stock. Holders of our Series A Preferred Stock are entitled to receive notice of any meeting of our stockholders to the same extent as holders of our common stock; however, shares of our Series A Preferred Stock are currently non-voting shares. Holders of a majority of our issued and outstanding shares of Series A Preferred Stock may elect, on behalf of all holders of Series A Preferred Stock, to “activate” the voting rights of such shares, in which case such shares would vote together as a single class with our common stock on each matter presented to a vote of holders of our common stock, except that each share of Series A Preferred Stock would be entitled to approximately 8.338.5 votes per share (i.e., equal to the number of shares of common stock into which such share may be converted). WeThe holders of our Series A Preferred Stock have not activated the voting rights of such shares, and we presently have no notice of any intent of thesuch holders of our Series A Preferred Stock to activate the voting rights of such shares.

How do I revoke my proxy and change my vote?

You may change your vote or revoke your proxy at any time before the vote at the Annual Meeting. You may change your vote prior to the Annual Meeting by executing a valid proxy card bearing a later date and delivering it to us prior to the Annual Meeting at ARKO Corp., Attention: Corporate Secretary, 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227. Only your latest dated proxy we receive at or prior to the Annual Meeting will be counted. You may also revoke your proxy and change your vote at any time before the final vote at the Annual Meeting by voting again via the Internet or by telephone. Attendance at the virtual meeting will not by itself revoke a previously granted proxy. If you hold shares in street name and wish to change your vote, you must follow the directions provided by your brokerage or other financial intermediary.

What are the voting recommendations of the Board?

The Board recommends that you vote:

What happens if I submit or return my proxy card without voting?

When you properly submit your proxy, the shares it represents will be voted at the Annual Meeting in accordance with your directions. Unless otherwise specified in the proxy, shares of our stock represented by proxies will be voted:

Ratification of Grant Thornton as our Independent Registered Public Accounting Firm

If a quorum is present, ratification of the appointment of our independent registered public accounting firm requires that a majority of the votes cast at the Annual Meeting are cast “FOR” ratification.

Approval of Stockholder Proposal That We Have An Independent Board Chairman

If a quorum is present, approval requires that a majority of the votes cast at the Annual Meeting are cast “FOR” approval. This vote is advisory and non-binding upon the Company.

What is the effect of abstentions?

Proxies received but marked “ABSTAIN” will be included in the calculation of the number of shares considered to be present at the meeting for purposes of determining a quorum, but abstentions will not have an effect on the outcome of any proposal.

What are “broker non-votes” and what effect do they have on the proposals?

Broker non-votes occur when a broker, bank, or other nominee holds shares in “street name” for a beneficial owner and that nominee does not vote the shares because it (i) has not received voting instructions from the beneficial owner and (ii) lacks discretionary voting power to vote those shares with respect to a particular proposal.

Broker non-votes are counted for purposes of determining the existence of a quorum at the Annual Meeting, but they will have no effect on the outcome of any proposal on which we receive a broker non-vote.

A broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, which include the proposalProposal 4 to ratify Grant Thornton as our independent public accounting firm for the 20212024 fiscal year. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine”“non-routine” matters, which include Proposals 1, 2, 3 and 35 described in this Proxy Statement.

If you hold your shares in street name, it is critical that you provide your broker, bank, or other nominee with instructions on how to cast your vote if you want it to count in the election of directors (Proposal No. 1), with respect to the non-binding advisory resolution regarding the compensation of our named executive officers (Proposal No. 2), with respect to the 2020 Plan Amendment (Proposal No. 3), and with respect to the non-binding advisory resolutions (Proposals 2 and 3)stockholder proposal that we have an independent board chairman (Proposal No. 5) described in this Proxy Statement. If you hold your shares in street name, and you do not instruct your broker, bank, or other nominee how to vote, then itthey will not be voted for the election of directors, with respect to the non-binding advisory resolution regarding the compensation of our named executive officers, with respect to the 2020 Plan Amendment or with respect to the non-binding advisory resolutions.stockholder proposal that we have an independent board chairman.

If any other routine matters are properly brought before the Annual Meeting in addition to Proposal 4, then brokers holding shares in street name may vote those shares in their discretion for any such routine matters.

What is “householding” and how does it work?

The U.S. Securities and Exchange Commission (the “SEC”) rules permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering only one (1) copy of our annual report and this Proxy Statement or the Notice addressed to those stockholders, if consented to by the stockholders. This delivery method, called “householding,” reduces our printing and mailing costs and provides extra convenience for stockholders. Stockholders who participate in householding and who request to receive printed proxy materials will continue to receive separate proxy cards.

Once a stockholder has received notification from its broker that it will be “householding” communications to such stockholder’s address, “householding” will continue until such stockholder is notified otherwise or until such stockholder notifies its broker or us that it no longer wishes to participate in “householding.” A stockholder may revoke such stockholder’s consent by notifying its broker or delivering written notice of such revocation to the Company at ARKO Corp., Attention: Corporate Secretary, 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227. Upon written or oral request of a stockholder at a shared address to which a single copy of this Proxy Statement and 20202023 Annual Report or Notice was delivered, we will deliver promptly separate copies of these documents or do so in the future if requested.

How to Submit Stockholder Proposals for Next Year’s Annual Meeting

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our stockholders may present proper proposals for inclusion in our proxy statement and form of proxy and for consideration at the next annual meeting by submitting their proposals to us in a timely manner. Any stockholder of the Company who wishes to present a proposal for inclusion in the proxy statement and form of proxy for action at the 20222025 annual meeting of stockholders (the “2022“2025 Annual Meeting”) must comply with our Bylaws and the rules and regulations of the SEC, each as then in effect. Such proposals must be mailed to us at our offices at Attention: Corporate Secretary, 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227. Under the rules of the SEC, any stockholder proposal intended to be included in our proxy statement and presented at the 20222025 Annual Meeting must be received no later than December 31, 202120, 2024 in order to be considered for inclusion in our proxy statement and form of proxy relating to such meeting. Under our Bylaws, a stockholder must follow certain procedures to nominate persons for election as directors or to introduce an item of business at an annual meeting of stockholders. In order to be timely, we must receive notice of your intention to introduce a nomination or propose an item of business at our 20222025 Annual Meeting between February 9, 20226, 2025 and March 11, 2022.8, 2025. If we change the date of our 20222025 Annual Meeting by more than thirty days before, or more than sixty days after, the one-year anniversary of the Annual Meeting, then the written notice of a stockholder proposal that is not intended to be included in our proxy statement must be delivered, or mailed and received, not prior to the 120th, nor later than the ninetieth day, prior to our 20222025 Annual Meeting or, if later, the tenth day following the day on which certain public disclosure as described in our bylawsBylaws of the meeting date is made. The public announcement of an adjournment or postponement of the 20222025 Annual Meeting does not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this proxy statement. You are advised to review our Bylaws, which contain additional requirements with respect to advance notice of shareholderstockholder proposals and director nominees.

In addition, for stockholder nominees for directors to be considered timely for inclusion on a universal proxy card pursuant to Rule 14a-19 under the Exchange Act, stockholders must provide notice to us no later than April 7, 2025, containing the information required by Rule 14a-19 under the Exchange Act.

If a stockholder notifies us of an intent to present a proposal at the 20222025 Annual Meeting at any time after March 16, 20225, 2025 (and for any reason the proposal is voted on at that meeting), it will be considered untimely and our proxy holders will have the right to exercise discretionary voting authority with respect to the proposal, if presented at the meeting, without including information regarding the proposal in our proxy materials.

Who tabulates the votes?

Prior to the Annual Meeting, we will select an inspector of election for the meeting. Such inspector will determine the number of shares of common stock represented at the meeting, the existence of a quorum and the validity and effect of proxies, and shall receive, count and tabulate ballots and votes and determine the results thereof.

Who pays the cost of this proxy solicitation?

The Company is making this solicitation. We pay the cost of soliciting your proxy, and we reimburse brokerage firms and others for forwarding proxy materials to you. Our directors, officers and employees may participate in the solicitation of proxies without additional consideration. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees, and other institutional owners. Our costs for such services, if retained, will not be significant.

Sherman K. Edmiston III, one of our directors since the consummationclosing of the Business Combination, has served as the Managing Member of HI CapM Advisors, Ltd, a consulting firm providing strategic and financial advice to corporations, private equity firms and hedge funds, since August 2016. In addition to our Board, Mr. Edmiston is currently serving on the board of directors of the following corporations: Arch Resources, Inc. (NYSE: ARCH), a leading producer of metallurgical products for the global steel industry; GTT Communications, Inc. (NYSE:GTT), a multinational provider of telecommunications and internet services; Key Energy Services, Inc., a leading provider of oilfield services in the Permian Basin and California; SpecGX LLC and related entities (subsidiaries of Mallinckrodt plc (NYSE:MNK)), a leading developer and manufacturer of high-quality specialty generic drugs. Mr. Edmiston is also a director on several private company boards. From November 2009 through December 2015, Mr. Edmiston served as managing Director of Zolfo Cooper LLC (now Alix Partners), where he provided financial and operational advisory services to corporations and investment funds. Mr. Edmiston is currently serving on the board 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 Basin and California; and Real Alloy, the global market leader in third-party aluminum recycling and specification alloy production. Previously, Mr. Edmiston served on the board of the following companies: Centric Brands, a leading lifestyle brand collective; Mallinckrodt SpecGX LLC (NYSE:MNK), a leading developer and manufacturer of high-quality specialty generic drugs; Arch Resources, Inc. (NYSE: ARCH), a leading producer of metallurgical products for the global steel industry; IPC Systems, Inc.; and HCR ManorCare Inc. 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.

Andrew R. HeyerAvram (Avi) Friedman, one of our directors since inceptionJune 7, 2023, has been an Adjunct Associate Professor of Business at Columbia Business School since 2021. 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 formerlyover 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.We believe that Mr. Friedman is qualified as a director because of his financial expertise and his experience working with companies as an investment banker and advisor.

Director Nominees

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 Acquisition Corp. II’s (“Haymaker”) President and a Director from inception until the closing of the Business Combination,Combination. Mr. Heyer is a finance professional with over 40 years of experience investing in the consumer and consumer-related products and services industries, as well as a senior banker in leveraged finance during which time his clients included many large private equity firms. Mr. Heyer was an officer and director of Haymaker Acquisition Corp. I (“Haymaker I”) until it completed its business combination with OneSpaWorld Holdings (NASDAQ:OSW) in March 2019, and has since remained on its board since such time. Currently, Mr. Heyer is the Chief Executive Officer and Founderfounder of Mistral Equity Partners, a private equity fund manager founded in 2007 that invests in the consumer industry.industry, and Chief Executive Officer and Executive Chairman of Haymaker Acquisition Corp. 4, a special purpose acquisition company. Prior to founding Mistral in 2007, from 2000 to 2007, Mr. Heyer served as a

Founding Managing Partner of Trimaran Capital Partners, a $1.3 billion private equity fund. Mr. Heyer was formerly a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds from 1995 to 2001. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. from 1990 to 1995. Before Argosy, fromFrom 1984 to 1990, Mr. Heyer was a Managing Director at Drexel Burnham Lambert IncorporatedInc. and, previous to that, he worked at Shearson/American Express. From 1993 through 2009, Mr. Heyer also served on the board of The Hain Celestial Group, Inc. (NASDAQ: HAIN), a natural and organic food and products company, rejoining the board from 2012 to April 2019. Mr. Heyer also served as a director of XpresSpa Group, Inc. (NASDAQ: XSPA) (formerly known as FORM Holdings, Inc.), a health and wellness services company, from December 2016 to April 2020. Mr. Heyer also serves on the board of several private companies owned in whole or in part by Mistral, including Worldwise, Inc., a pet accessories business from 2011 to the present, and The Lovesac Company (NASDAQ: LOVE), a branded omni-channel retailer of technology-forward furniture, from 2010 to the present and several private companies owned in whole or in part by Mistral, including PetWise, a pet accessories business from 2011 to the present. Previously, Mr. Heyer has also 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, andnighttime; Accel Foods, an incubator and investor in early stage food and beverage companies. In the past, Mr. Heyer has served as a director ofcompanies; Las Vegas Sands Corp., a casino company, from 2006 to 2008,company; El Pollo Loco Holdings, Inc., a casual Mexican restaurant, from 2005 to 2008,restaurant; and Reddy Ice Holdings, Inc., a manufacturer of packaged ice products, from 2003 to 2006.products. Mr. Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania, graduating magna cum laude. Mr. Heyer is the brother of Mr. Steven Heyer, another of our directors. We believe that Mr. Heyer is qualified to serve as a director due to his extensive finance, investment and operations experience, particularly in the consumer and consumer-related products and services industries.

Steven J. Heyer, one of our directors since the closing of the Business Combination and formerly Haymaker’s Chief Executive Officer and Executive Chairman from inception until the closing of the Business Combination, has over 40 years of experience in the consumer and consumer-related products and services industries, leading a range of companies and brands. Mr. Heyer is currently President and a director of Haymaker Acquisition Corp. 4, a special purpose acquisition company. Mr. Heyer has applied his experience and analytical skills in a variety of leadership positions across diverse industry groups, including broadcast media, consumer products, and hotel and leisure companies. Over the past eightnine years, he has been acting as an advisor and director to, and investor in,

several private companies across the consumer subsectors of health and wellness, restaurants, technology, marketing services and technology and furniture. From its formation until it completed its business combination with OneSpaWorld Holdings (NASDAQ:OSW) in March 2019, he was an officer and director of Haymaker I. SinceI, and since its business combination he hasthrough May 2023, served as Vice Chairman on the board of directors of OneSpaWorld Holdings. Mr. Heyer’s operating experiences include: leading the turnaround of Outback Steakhouse as an advisor (from 2010 to 2012); as Chief Executive Officer of Starwood Hotels & Resorts Worldwide (from 2004 until 2007); as President and Chief Operating Officer of The Coca-Cola Company (from 2001 to 2004); as a member of the boards of Coca-Cola FEMSA, and Coca-Cola Enterprises (all from 2001 to 2004); as President and Chief Operating Officer of Turner Broadcasting System, Inc., and a member of AOL Time Warner’s Operating Committee (from 1994 to 2001); as President and Chief Operating Officer of Young & Rubicam Advertising Worldwide (from 1992 to 1994); and before that spending 15 years at Booz Allen & Hamilton, ultimately becoming Senior Vice President and Managing Partner. For the last five years, Mr. Heyer hascurrently served on the boards of the following companies: Lazard Ltd,Ltd; Lazard Group,Group; and Atkins Nutritionals, Inc. (each as further described below) as well as investing in a private capacity in early stage and venture consumer and consumer media companies. Mr. Heyer has extensive board experience, including: the board of Atkins Nutritionals Inc., which announced in April 2017 that it had entered into a definitive agreement to bewas acquired by Conyers Park Acquisition Corp, a publicly traded special purpose acquisition company; Lazard Ltd and Lazard Group (2005 to present);company. Previously, Mr. Heyer served on the board of following companies: WPP Group, a publicly traded digital, internet, and traditional advertising company (2000 to 2004); the board ofcompany; Equifax, thea publicly traded consumer credit reporting and insights company (2002 through 2003); the board ofcompany; Omnicare, Inc., a supplier of pharmaceutical care to the elderly (2008 through 2015); the board ofelderly; Vitrue, Inc., a provider of social marketing publishing technologies (2007 through 2012);technologies; and the board of Internet Security Systems, Inc. a provider of internet security software, appliance, and services (2004 through 2005).services. In March 2011, Harry & David Holdings, Inc. (“Harry & David”), a company where Mr. Heyer had been Chief Executive Officer from 2010 until February 2011, filed a prearranged Chapter 11 plan under the U.S. Bankruptcy Code. Subsequently, Harry & David filed a reorganization plan in bankruptcy court in May 2011 and emerged from bankruptcy in September 2011. Mr. Heyer received his B.S. from Cornell University and an M.B.A. from New York University. Mr. Heyer is the brother of Mr. Andrew Heyer, another of our directors. We believe that Mr. Heyer is qualified to serve as a director due to his extensive operations, management and business background, particularly in the consumer and consumer-related products and services industries.

Starlette B. JohnsonMichael J. Gade, one of our directors since March 6, 2021, brings three decades of restaurant and entertainment executive and board experience to the Board. Since 2012, Ms. Johnson has served as a consultant to the restaurant industry, through SBJ Advisory Group, LLC, working with private equity companies, industry service providers, company-owned and franchise brands in addition to a focus on emerging brands. In October 2020, she joined the board of Tastemaker Acquisition Corporation (NASDAQ: TMKRU), a special purpose acquisition company focusing on the restaurant, hospitality, and related tech and services sectors. In September 2012, Ms. Johnson joined the board and continues to serve on the Audit Committee, and as Chair of the Nominating/Governance Committee for Chuy’s Inc. (NASDAQ: CHUY), a full-service casual Mexican chain. Ms. Johnson also served as a member of the board and Chair of the Audit Committee of Bojangles’ Famous Chicken ‘n Biscuits (NASDAQ: BOJA) from March 2016 until the completion of its go-private transaction in January 2019. Ms. Johnson has also served as a director of several private companies. In addition, Ms. Johnson is a member of the advisory board for the Hospitality & Tourism Program at Virginia Tech and serves on the Pamplin College of Business Cabinet at Virginia Tech as well as on the Investment Committee for the Virginia Tech Foundation. Ms. Johnson received her B.S. in Finance from Virginia Tech and MBA from Duke University. We believe that Ms. Johnson is qualified to serve on our board of directors because of her extensive managerial and operational experience in the restaurant and entertainment industries.

Morris Willner,one of our directors since the closing of the Business Combination served as Chairman of the board of GPMand our Lead Independent Director from January 2015July 2021 until the closing of the Business Combination. Mr. Willner is the owner and manager of Willner Realty & Development (WRDC), a full service, multi-faceted real estate development company focused on value-add adaptive-reuse projects spanning the East Coast of the U.S. and Israel, which he founded in 1979. He was also a certified public accountant previously associated with the accounting firm of

Arthur Young & Co. and the investment firm Fidelity Bond & Mortgage Co. Mr. Willner serves on numerous community boards. Mr. Willner holds an M.B.A. from New York University. We believe that Mr. Willner’s in-depth knowledge of our business along with his accounting and boardexperience qualify him as a director to assist the Board in developing andexecuting financial and operating strategies.

Director Nominees

Arie Kotler,has served as the Chairman and Chief Executive Officer of ARKO Corp. since the closing of the Business Combination and as President since January 15, 2021. Mr. Kotler has also served as GPM’sChief Executive Officer since September 2011 and President since April 2015. Since November 2005, Mr. Kotlerhas served as Chairman and Chief Executive Officer of Arko Holdings, Ltd. (“Arko Holdings”) which was a publicly traded company onthe Tel Aviv Stock Exchange until the closing of the Business Combination.After forming GPM and initiating and managing the acquisition of fas mart and shore stop in 2003, Mr. Kotlerserved as the Chairman of GPM through November 2005. From 2011 to 2014, he served as a director and, from2012 to 2014, he served as Chairman of Malrag 2011 Engineering and Construction Ltd., a publicly tradedcompany on the Tel Aviv Stock Exchange. Since 2011, Mr. Kotler has served as Chairman of LigadInvestments & Building Ltd., a corporation which was publicly traded on the Tel Aviv Stock Exchange until itwas taken private in January 2013. Mr. Kotler has over 15 years of experience with Israeli public companies andhas been involved in various real estate transactions in different phases of development totaling over $1 billion.We believe that Mr. Kotler’s in-depth knowledge of our business along with his industry and public companyexperience qualify him as a director to assist the Board in setting strategic direction and developing andexecuting financial and operating strategies.

Michael J. Gade, who has served as one of our directors since the closing of the Business Combination,June 2023, has served as a Senior Advisor to the Global Consumer Group of Boston Consulting Group since January 2007,2006. He has served on the board of directors of Upbound Group (NASDAQ: UPBD) formerly Rent-A-Center, Inc.for 15 years, retiring in June 2021, where he has advised in various areas including retailing, franchising, operational productivity, branding, merchandising, private label development and acquisition/postmergerpost-merger integration in the convenience, fuel and grocery industries. Additionally, Mr. Gade was the Senior Partner and Chairman of Coopers & Lybrand’s Retail and Consumer Practice (now PwC) as well as a senior executive at 7-Eleven, having been responsible for merchandising, marketing and business development. Mr. Gade has also served on the Board of Directors of Rent-A-Center, Inc. (NASDAQ: RCII) andboard of the Crane Group, Inc, a 4th generationlarge family office operating several diversified operating companies, since 2005.2005, and currently serves as the Chair of the Audit Committee. Previously, Mr. Gade served on the board of the following corporations:companies: MACS, Inc, a private equity owned convenience chain and gasoline distributor in the Mid-Atlantic region; One Network, Inc, a leading software developer in the area of Demand Based Supply Chains as part of a Total Logistics solution; and Strive Group & Strive Logistics, a promotional group serving the consumer products industry. Additionally, Mr. Gade was the Senior Partner and Chairman of Coopers & Lybrand’s Retail and Consumer Practice (now PwC) as well as a senior executive at 7-Eleven, having been responsible for merchandising, marketing and business development. Mr. Gade received his B.S.B.A. and M.B.A. from the Ohio State University. We believe that Mr. Gade’s significant retail marketing experience provides our Board with an important resource with

respect to our marketing and advertising efforts.merchandising. In addition, Mr. Gade provides leadership and governance experience through his other directorships, including service on the audit and compensation committees of such companies.

Laura Shapira Karet, one of our directors since June 7, 2023, has over 30 years of experience in the grocery and consumer products industries. 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 as Vice President of Marketing and Chief Strategy Officer and President of New Formats of Giant Eagle, during which period she was honored as one of Progressive Grocer Magazine’s 2010 Top Women in Grocery. 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 such as Secret antiperspirant, Folgers coffee, and Crisco. Ms. Karet is a Trustee for the Brookings Institution and the Committee for Economic Development. She is also a member of the Council on Foreign Relations. 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.

Diversity and Inclusion. 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.

Our Board currently has one female director and one member with racial diversity. The Board is committed to achieving a Board composition that represents a diversity of background and experience, inclusive of race, ethnicity, gender and sexual orientation.

The following matrix provides additional information about our Board diversity as of December 31, 2023.

Family Relationships

Our directors, Andrew R. Heyer director, is the brother ofand Steven J. Heyer, another of our directors.are brothers.

Involvement in Certain Legal Proceedings

Our directors and named executive officers are not parties to any material legal proceedings.

Directors directors are “independent” as defined in the listing standards of Nasdaq: Sherman K. Edmiston III, Avram Friedman, Michael J. Gade, Andrew R. Heyer, Steven J. Heyer and Starlette B. Johnson.Laura Shapira Karet. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section in this proxy statement titled “Certain Relationships and Related Party Transactions.”

Code of Ethics. Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial OfficerCEO, CFO and other executive and senior financial officers. The full text of our Code of Business Conduct and Ethics is available on our website. We intendintent to disclose futureprovide amendments for waivers to certain provisions of our Code of Business Conduct and Ethics or waiversfor any of certain provisions as they relate to our directors and executiveprincipal officers at the same location on our website within four business days after such amendment or in our public filings.waiver. The information on our website is not intended to form a part of or be incorporated by reference into this Proxy Statement.

Board Meetings. The Board meets regularly during the year and holds special meetings and acts by unanimous written consent whenever circumstances require. Independent directorsDuring the year ended December 31, 2023, the Board held 10meetings and conducted certain business by unanimous consent. According to our guidelines, our independent Directors also regularly meet at regularly scheduledin executive sessions without management present. From the closingparticipation.

All of the Business Combination on December 22, 2020 through December 31, 2020, the Board held no meetings. All our directors are encouraged to attend our Annual Meeting of stockholders. All of our directors attended the 2023 Annual Meeting.

Board Committees.

OurIn 2023, our Board has threehad standing committees: an Audit, Committee; a Compensation Committee; and a Nominating and Corporate Governance Committee.Committees. Each of thethese committees reports to the Board as it deems appropriate and as the Board may request. The composition, duties and responsibilities of these committees are set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

The table below provides current committee membership information and the number of meetings held from the closing of the Business Combination on December 22, 2020 through December 31, 2020:in fiscal year 2023:

Laura Shapira Karet (3)

During 2023, each director other than Ms. Karet attended at least 75% of the meetings of the Board and committees on which he or she served. Ms. Karet joined the Board in June 2023 and attended approximately 73% of the meetings of the Board and committees on which she served.

Audit Committee. Our Audit Committee consists of Sherman K. Edmiston III, Michael J. Gade, Andrew R. Heyer, Avram Friedman and Andrew Heyer,Laura Shapira Karet, with Mr. Gade serving as the chair. The Audit Committee provides assistance to our Board in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The Audit Committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions as it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management. Subject to phase-in rules and a limited exception, the rules

of Nasdaq and Rule 10A-3 of the Exchange Act require that the Audit Committee of a listed company be comprised solely of independent directors. Our Audit Committee meets the requirements for independence of Audit Committee members under applicable SEC and Nasdaq rules. All of the members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. In addition, Mr. Gade qualifies as our “Audit Committee financial expert,” as such term is defined in Item 407 of Regulation S-K.

Our Board has adopted a written charter for the Audit Committee, which is available on our website at: www.arkocorp.com under Governance. The information on our website is not intended to form a part of or be incorporated by reference into this Proxy Statement.

The Report of the Audit Committee, which is set forth in this Proxy Statement, further describes the Audit Committee’s responsibilities and its recommendation with respect to our audited consolidated financial statements for the year ended December 31, 2020.2023.

Compensation Committee. Our Compensation Committee of the Board (the “Compensation Committee”) consists of Sherman K. Edmiston III, Avram Friedman, Michael J. Gade and Steven J. Heyer, with Mr. EdmistonSteven J. Heyer serving as the chair. The Compensation Committee determines our general compensation policies and the compensation provided to our officers; prior to the Business Combination, GPM’s Chief Executive Officer oversaw all aspects of our executive compensation program.officers. The Compensation Committee also makes recommendations to our Board regarding director compensation. In addition, the Compensation Committee reviews and determines unit-based compensation for our directors and officers and administers our equity incentive plans. Our Compensation Committee also oversees our corporate compensation programs. Each member of our Compensation Committee is independent, as defined under the Nasdaq listing rules, which also satisfies Nasdaq’s additional independence standards for Compensation Committee members. Each member of our Compensation Committee is a non-employee director (within the meaning of Rule 16b-3 under the Exchange Act).

The Compensation Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members, when the Compensation Committee deems it appropriate to do so in order to carry out its responsibilities. In carrying out its responsibilities, the Compensation Committee shall be entitled to rely upon the advice and information that it receives in its discussions and communications with management and such experts, advisors and professionals with whom the Compensation Committee may consult.

Our Board has adopted a written charter for the Compensation Committee, which is available on our website at: www.arkocorp.com under Governance. The information on our website is not intended to form a part of or be incorporated by reference into this Proxy Statement.

Nominating and Corporate Governance Committee.Our Nominating and Corporate Governance Committee consists of Sherman K. Edmiston III, Starlette B. Johnson and Michael J. Gade, Steven J. Heyer and Laura Shapira Karet, with Ms. JohnsonMr. Edmiston serving as the chair. The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become boardBoard members, consistent with criteria approved by the Board, with the goal of creating a balance of knowledge, experience and diversity, recommending that the Board select the director nominees for election at each annual meeting of stockholders, recommending to the Board criteria for Board and committee membership, developing and recommending to the Board a set of Corporate Governance Guidelines and reviewing and reassessing the adequacy of such guidelines annually and recommending any proposed changes to the Board, overseeing periodic evaluations of the Board and its committees, exercising sole authority to retain and terminate any search firms that are to be used by the Company to assist in identifying director candidates and reviewing and discussing with the Board corporate succession plans for the Chief Executive OfficerCEO and other key officers of the Company.

Our Nominating and Corporate Governance Committee is also responsible for oversight of the Company’s environmental, social and governance (“ESG”) policy and activities, which includes oversight of the implementation of ESG policy that we adopted on July 9, 2022, review and assessment of the adequacy of such policy and related procedures and workplans, and external reporting on ESG matters and the Company’s overall ESG program.During the course of 2023, our Nominating and Corporate Governance Committee received regular updates and held multiple discussions with management and outside experts as part of the oversight on our ESG workplans and the reporting of ESG matters in our 2022 Sustainability Report. For additional information see “Environmental, Social and Governance” below.

Each member of our Nominating and Corporate Governance Committee is independent as defined under the Nasdaq listing rules.

During the course of 2021, our Nominating and Governance Committee plans to evaluate our current operations and human capital in order to begin formalizing an Environmental, Social, and Corporate Governance approach

that is appropriate for the Company. Furthermore, as part of our large-scale remodeling project, when looking at building design and components, such as lighting, layout, materials and fixtures, we seek to balance the environmental impact, initial cost, and long-term costs, of each item as part of our planning process and seek to improve energy and cost efficiency as we upgrade our locations.

We rely predominately on full-time personnel where practical and at our store-level approximately 70% of our employees are full-time and eligible for benefits. Part-time employees are used where necessary to fill in shifts, seasonally or when the employee’s personal preference is to work on a part time basis. We also extend benefits to our part-time work force. We believe that this approach compares favorably to other companies in our industry, who on average, employ many more of their employees on a part time basis.

Our Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our website at: www.arkocorp.com under Governance. The information on our website is not intended to form a part of or be incorporated by reference into this Proxy Statement.

Director Nominations. The Nominating and Corporate Governance Committee may solicit recommendations for the Board from any or all of the following sources: non-management directors, the Chief Executive Officer,CEO, other executive officers, third-party search firms, or any other source isit deems appropriate, including stockholders. The Committee will evaluate all such proposed director candidates in the same manner, with no regard to the source of the initial recommendation of such proposed director candidate. In identifying and evaluating proposed director candidates, the Nominating and Corporate Governance Committee considers, in addition to the minimum qualifications and other criteria for Board membership, all facts and circumstances that it deems appropriate or advisable, including, among other things:

The Nominating and Corporate Governance Committee will consider candidates recommended by ARKO’s stockholders pursuant to written applications submitted to ARKO Corp., 8565 Magellan Parkway, Suite 400, Richmond, Virginia 23227, Attention: Corporate Secretary. The Secretary of the Company will forward all recommendations to the Nominating and Corporate Governance Committee.

The information required to be included in any such recommendation for directors is set forth in our Bylaws, and the general qualification and specific qualities and skills established by the committee for directors are described above.Bylaws. Although we have not adopted a formal written policy regarding the consideration of candidates recommended by ARKO’s stockholders, it is the Nominating

and Corporate Governance’s Committee’s policy to considerGovernance Committee considers director candidates recommended by stockholders in light of our Bylaws and the Board believes thatgeneral qualifications and specific qualities and skills established by the procedures set forth in our Bylaws are currently sufficientNominating and that the establishment of a formal policy is not necessary.Corporate Governance Committee, as described above. Without limiting the requirements contained in our Bylaws, the recommendation must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director, (A)such stockholder must provide (a) the name, age, business address and residence address of the person, (B)(b) the principal occupation or employment of the person, (C)(c) the class or series and number of shares of capital stock of the Company that are owned beneficially or of record by the person and (D)(d) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to the

stockholder giving the notice, (A)such stockholder must provide (a) the name and record address of such stockholder as they appear on the Company’s books and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B)(b) the class or series and number of shares of capital stock of the Company that are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (C)(c) a description of all arrangements or understandings relating to the nomination to be made by such stockholder among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names), (D)(d) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (E)(e) any other information relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

WhileEnvironmental, Social and Governance (“ESG”). In 2022, we do not haveset out on our ESG journey with an in-depth process to develop our ESG policy. We developed our policy following a formal diversitydedicated engagement process with many of our stakeholders in order to align our goals with their expectations and the best interests of the Company and our stockholders. The policy, with respectdesigned under the auspices of our management and approved by the Nominating and Corporate Governance Committee, guides our ESG governance and activity, and provides guidelines for addressing ESG issues. Our goal is to Board composition,manage the Board believes it is importantenvironmental impact of our operations, and incorporate sustainable management practices in our daily operations. We want all employees to thrive while promoting ESG practices throughout the business. For our customers, we strive to create inviting, safe spaces in our stores. We are committed to good governance. We think and act for the Boardlong-term, and we understand that governance, environmental stewardship and social responsibility are important aspects of our business and are taken very seriously by our many stakeholders.

Guided by our ESG policy, we published our inaugural ESG report in December 2022 (the “2021 ESG Report”) and our second report in September 2023 (the “2022 Sustainability Report”). Our 2022 Sustainability Report included the following highlights:

Looking ahead, we are implementing our workplans and setting sustainability targets as we pursue effective management and performance improvements in the ESG areas set forth in our ESG policy.

For more information about our ESG program, policy, or specific diversity targets for determining Board membership or executive appointments. However, the Board remains committed to monitoring best practicesour 2021 ESG Report and corporate governance developments in this area.

Director Election – Plurality Vote. Director nominees are elected by our stockholders based on a plurality of the votes of shares present and entitled to vote. Accordingly, the nominees who receive the largest number of votes actually cast will be elected.2022 Sustainability Report, please visit https://arkocorp.com/company-information/responsibility.

Management Succession. As reflected in our Nominating and Corporate Governance Committee Charter, one of the Board’s primary responsibilities includes planning for CEO succession and monitoring and advising on management’s succession planning for other key officers of the Company, with the goal of establishing an effective succession plan. Our Nominating and Governance Committee and theThe Board have not yet established a formal succession plan for our CEO, but the Board routinelyalso discusses management succession during the course of itsin meetings, including during sessions held by the Company’s non-management directors directors. Our Nominating and our Nominating andCorporate Governance Committee has identified individuals who would be able to undertake the CEO’s duties on an interim basis if necessary.

Diversity, Equity and Inclusion. As part of our governance process, in 2023, a diversity, equity and inclusion policy was adopted by GPM, as our main operating company, which policy includes provisions related to recruitment, talent development, and training, in addition to legal compliance in this area.

Communications with the Company and the Board.All interested parties, including stockholders, may communicate with the Company or our Board by letter addressed to ARKO Corp., 8565 Magellan Parkway, Suite 400, Richmond, VA 23227, Attention: Secretary or by e-mail to Investor Relations, ARKO@icrinc.com.Investors@gpminvestments.com.

Interested parties may also communicate with our Board by calling (804) 730-1568 in the United States. This centralized process assists our Board in reviewing and responding to communications in an appropriate manner. If an interested party would like the letter to be forwarded directly to the Chairman, or if no Chairman is listed, the members of the standing committees of the Board, he or she should so indicate. If no specific direction is indicated, the Secretary of the Company will review the letter and forward it to the appropriate Board member(s).

Corporate Governance Documents. Our website is at www.arkocorp.com. Please visit our website under the section captioned “Governance” for the following:

These materials may also be requested in print by writing to our Corporate Secretary at ARKO Corp., 8565 Magellan Parkway, Suite 400, Richmond, VA 23227.

Certain Relationships and Related Party Transactions

Private Placement

On November 18, 2020, we entered into a subscription agreement (the “Subscription Agreement”) with MSD Special Investments Fund, L.P., MSD SIF Holdings, L.P., MSD Credit Opportunity Master Fund, L.P., MSD Private Credit Opportunity Master Fund 2, L.P., Lombard International Life Ltd., on behalf of its Segregated Account BIGVA005, and MSD SBAFLA Fund, L.P. (collectively, the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase, and we agreed to issue and sell to such investors, 700,000 shares of our Series A convertible preferred stock, par value $0.0001 per share (the “Series A Convertible Preferred Stock” and such shares of common stock underlying the Series A Convertible Preferred Stock, the “PIPE Shares”), at a price per share of $100.00, and up to an aggregate of an additional 300,000 shares of Series A Convertible Preferred Stock (the “Additional Preferred Shares”) if, and to the extent, we exercised our right to sell such additional shares (the “PIPE Investment”). The conditions to completing the PIPE Investment under the Subscription Agreement included a condition that all conditions to the closing of the Business Combination shall have been satisfied or waived.

The PIPE Investment closed immediately prior to the Business Combination closing and we exercised our right to sell the Additional Preferred Shares resulting in the purchase by the PIPE Investors of a total of 1,000,000 shares of the Series A Convertible Stock. The shares of Series A Convertible Preferred Stock were issued in reliance on the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The PIPE Investors executed joinders and became parties to the Registration Rights and Lock-Up Agreement described below.

GPM Equity Purchase Agreement

Contemporaneously with the execution of the Business Combination Agreement (that certain Business Combination Agreement, dated as of September 8, 2020 (as amended by the Consent and Amendment No. 1 to the Business Combination Agreement, dated November 18, 2020)), we, Haymaker, and the GPM Minority Investors (as defined below) entered into the GPM Equity Purchase Agreement, pursuant to which, among other things, on the Business Combination closing date we purchased from GPM Owner, LLC, GPM HP SCF Investor, LLC, ARCC Blocker II LLC, CADC Blocker Corp., Ares Centre Street Partnership, L.P., Ares Private Credit Solutions, L.P., Ares PCS Holdings Inc., Ares ND Credit Strategies Fund LLC, Ares Credit Strategies Insurance Dedicated Fund Series Interests of SALI Multi-Series Fund, L.P., Ares SDL Blocker Holdings LLC, Ares SFERS Credit Strategies Fund LLC, Ares Direct Finance I LP and Ares Capital Corporation (collectively, the “GPM Minority Investors”), all of their (a) direct and indirect membership interests in GPM, including, in the case of GPM Owner, LLC, the purchase of the stock of GPM Holdings, Inc., (b) warrants, options or other rights to purchase or otherwise acquire securities of GPM, equity appreciation rights or profits interests relating to GPM, except in connection with the exchange of the new Ares warrants, and (c) obligations, evidences of indebtedness or other securities or interests, but only to the extent convertible or exchange into securities described in clauses (a) or (b), including their respective membership interests (the “Equity Securities”). In exchange for the Equity Securities, the GPM Minority Investors received approximately 33,772,660 shares of our common stock.

Voting Letter Agreement

Agreement. In connection with the transactions contemplated by the agreement pursuant to which we consummated the Business Combination Agreement,(the “Business Combination Agreement”), Arie Kotler, Morris Willner WRDC Enterprises(who served on our Board until January 1, 2024 and is a beneficial owner of more than 5% of outstanding common stock) and Vilna Holdings (a beneficial owner of more than 5% of outstanding common stock) entered into a letter agreement (the “Voting Letter Agreement”). Pursuant to the Voting Letter Agreement, until the seventh anniversary of the Business Combination’sCombination closing, each of Mr. Willner and Vilna Holdings (each, a “Willner Party”) will vote, or cause to be voted, all shares of our

common stock owned beneficially or of record, whether directly or indirectly, by such Willner Party or any of its affiliates, or over which such Willner Party or any of its affiliates maintains or has voting control, directly or indirectly, at any annual or special meeting of our stockholders, in favor of Arie Kotler if he is a nominee for election to our Board.

Registration Rights

Rights. Upon the closing of the Business Combination, we entered into the Registration Rights Agreement (the “Registration Rights Agreement”)a registration rights agreement with certain parties holdingholders of our securities (the “Registration Rights Holders”).securities. Pursuant to the terms of the Registration Rights Agreement,registration rights agreement, we are obligated to file a registration statement to register the resale of certain of our securities held by the Registration Rights Holders.such holders. The Registration Rights Agreementregistration rights agreement also provides for certain “demand” and “piggy-back” registration rights, subject to certain requirements and customary conditions. The Registration Rights Agreement further provides that the Registration Rights Holders and any other Holders (as defined therein) are subject to certain restrictions on transfer of our common stock for 180 days following the closing of the Business Combination on December 22, 2020, subject to certain exceptions and waivers granted by us. Our shares of common stock acquired by the Holders from purchases in open market transactions prior to and after the date of the Registration Rights Agreement, as well as certain shares owned by certain parties to the Registration Rights Agreement, are not subject to the 180 day lock-up.

Sponsor Support Agreement

Agreement. Concurrently with the execution of the Business Combination Agreement, we entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with Haymaker Sponsor II LLC (the “Sponsor”), and for purposes of Section 6 and Section 12 thereof, Andrew R. Heyer and Steven J. Heyer, pursuant to which, among other things, the Sponsor, Andrew R. Heyer and Steven J. Heyer (each, a “Specified Holder”) have agreed to vote, or cause to be voted, all shares of our common stock owned beneficially or of record, whether directly or indirectly, by such Specified Holder or any of its affiliates, or over which such Specified Holder or any of its affiliates maintains or has voting control, directly or indirectly, in favor of Arie Kotler if he is a nominee

for election to our Board from the Business Combination closing date for a period of up to seven years following of such date, subject to certain exceptions.

In connection with the Business Combination, pursuant to the Sponsor Support Agreement (i) the Sponsor automatically forfeited 1,000,000 shares of our common stock and 2,000,000 private warrants issued in connection with Haymaker’s initial public offering, and such shares and warrants were cancelled and are no longer outstanding and (ii) 4,200,000 shares of our common stock that would otherwise be issuable to the Sponsor were deferred (subject to certain triggering events as set forth in the Business Combination Agreement).

Related Party Transaction Policy

Shortly after the closing of the Business Combination, we established a new Audit Committee and adopted a new related party transaction policy. Policy. Our related party transaction policy provides that officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with us without the prior review of the Audit Committee; in the event any director or member of the Audit Committee has an interest in the subject transaction, such director will recuse herself or himself from any discussion or vote regarding such transaction. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000, must first be presented to the Audit Committee for review, consideration, and approval. In approving or rejecting the proposed transactions, the Audit Committee will take into account all of the relevant facts and circumstances available.

All of the transactions described in this section entitled “Certain Relationships and Related Party Transactions” were entered into prior to the adoption of this policy.policy, which occurred shortly after the closing of the Business Combination.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table contains information as of December 31, 20202023 with respect to compensation plans under which any of our equity securities are authorized for issuance. This table includes information as of December 31, 20202023 with respect to our equity securities under the ARKO Corp. 2020 Incentive Compensation Plan (the “2020 Plan”), which was approved by our stockholders in connection with the Business Combination and is our only equity compensation plan.

expense items (the “Budget”). Each year, GPM’s board of managers established a Budget (the “Budget Goal”). No bonuses were payable to the NEOs under the Corporate Incentive Plan unless GPM achieved a minimum of 95% of the Budget Goal.

The following table shows the threshold and target achievement levels of the Budget Goal for 2020 and the corresponding payout levels to the NEOs. Payout levels between the stated levels of achievement would increase in 10% increments for each additional percentage of the Budget Goal achieved, up to the target level.

Bonus percentages are based upon our pay-grade structure which reflects, among other things, differences in base salary, reporting relationships and financial responsibilities. Bonus percentages also reflect the NEO’s ability to directly impact GPM’s profits. For 2020, Messrs. Bassell and Bricks had a target bonus of 25% of their annual base salary. The bonus amount to be paid to the NEOs was calculated using the following formula:

Base Salary X Target Bonus X Payout Level (%) = Bonus Payout

In 2020, GPM met its Budget Goal and made bonus payments under the Corporate Incentive Plan at the 100% Payout Level.

Supplemental Bonus

Historically, our employees, including the NEOs, had the potential to earn a supplemental bonus up to a maximum of the amount he or she has earned in base bonus, as described above, to further reward employees when GPM exceeds certain levels of Budget in a calendar year. A percentage of amounts that exceed the Budget Goal would be shared pro rata among all eligible participants in the Corporate Incentive Plan as provided under such plan. A participant must have earned some base bonus to be eligible to receive a supplemental bonus. The NEOs received a supplemental bonus for 2020 since GPM achieved over its Budget Goal and the amount of supplemental bonus paid was the same amount as the NEOs’ base bonus.

Special Performance Bonus

Underon the terms of his written employment agreement in effect during 2019 and until August 2020,agreement. At the beginning of each calendar year, the Compensation Committee determines the key performance measures for Mr. BassellKotler. In February 2023, the Compensation Committee determined that Mr. Kotler’s Target Bonus (as defined below) for 2023 was entitled to receive a Special Performance Bonusbe based on certain key performance measures that were focus areas for 2023 in the amountfields of $100,000 if GPM’s EBITDA (definedfinancial management, strategic planning, acquisitions and deal performance, culture and team, people development, Board relations, and communications and social responsibility. With regard to Mr. Kotler’s LTI for 2023, the Compensation Committee approved the same awards as net income (loss) adjusted to exclude depreciationwere approved for 2022.

In March of 2022 and amortization, interestMarch of 2023, the Compensation Committee approved equity awards and income taxes) exceeded a threshold of $20 million in any calendar year.cash bonuses for the NEOs (other than Mr. Kotler). The bonus was payable quarterly,awards to the extent GPMother NEOs were based on recommendations of the CEO, which were based in part on (i) the

CEO’s assessment of these executives’ contribution to the Company and the need to retain these executives, (ii) prior year award amounts, and (iii) the fact that 2021 was the first year in line to meet such threshold.which the executives received equity compensation from the Company.

In 2020, GPM’s EBITDA exceeded $20 million. AsThe 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. Based on the CEO’s recommendations in 2023, the Compensation Committee approved a result, Mr. Bassell received a Special Performance Bonus of $50,000 related to 2020cash bonus component for the NEOs’ compensation, which was based on performance.

ARKO Corp. 2020 Incentive Compensation Plan

AtOur equity awards are granted under the 2020 Plan, which was approved at the special meeting of Haymaker stockholders held on December 8, 2020, Haymaker stockholders considered and approved the ARKO Corp. 2020 Incentive Compensation Plan (the “2020 Plan”). The 2020 Plan is administered by the Compensation CommitteeCommittee.

Our grants of RSUs provides the Board. The Compensation Committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award subject to the provisions of the 2020 Plan. The Compensation Committee may delegate to the chief executive officer the authority to grant awards to employees who are not subject to the reporting and other provisions of

Section 16 of the Exchange Act, subject to certain limitations and guidelines. Persons eligible to participate in the 2020 Plan are officers, employees, non-employee directors and other key persons (including consultants) as selected from time to time by the Compensation Committee in its discretion.

Under the 2020 Plan, the Compensation Committee is authorized to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based stock units, other equity-based awards and cash incentive awards. Awards may be subject to a combination of time and performance-based vesting conditions, as may be determined by the Compensation Committee. Except for certain limited situations (including death, disability, a change in control, grants to new hires to replace forfeited compensation, grants representing payment of achieved performance goals or that vest upon the satisfaction of performance goals or other incentive compensation, substitute awards, grants to non-employee directors or replacement of previously outstanding awards), all awards granted under the 2020 Plan are subject to a minimum vesting period of one year, referred to herein as the minimum vesting condition. The minimum vesting condition will not be required on awards covering, in the aggregate a number of shares not to exceed 5% of the maximum share pool limit. Options and stock appreciation rights cannot be repriced without stockholder approval.

On March 6, 2021, the Compensation Committee of the Board of Directors, approved the following agreements under the 2020 Plan: (i) a form of restricted stock unit agreement (the “Form RSU Agreement”); (ii) a form of director restricted stock unit agreement (the “Director Form RSU Agreement”); (iii) a form of performance-based RSU award agreement (the “Form PSU Agreement”); and (iv) a form of nonqualified stock option agreement for Arie Kotler, Chairman, President and Chief Executive Officer of the Company (the “Kotler Stock Option Agreement”).

The Form RSU Agreement evidences the grant of restricted stock unit awards (“RSUs”) under the 2020 Plan to certain selected employees and consultants of the Company and its subsidiaries, consisting ofrecipient the right to receive, upon the vesting date of such RSUs, one share of common stock for each vested RSU to the recipient of such grant.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.

The Director Form RSU Agreement evidencesOur grants of PSUs provides the grant of RSUs under the 2020 Plan to the Company’s non-employee directors, which are immediately vested as of the date of grant, and which provide for the right to receive one share of common stock, upon the earlier of (i) the date on which the applicable director’s service with the Company is terminated (for whatever reason) and (ii) the date of a change of control of the Company.

The Form PSU Agreement evidences the grant of performance-based restricted stock units (“PSUs”) to certain selected employees of the Company and its subsidiaries, consisting ofaward recipient the right to receive, upon the vesting date of such PSUs, one share of common stock for each vested PSU to the recipient of such grant.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.

The Kotler Stock Option Agreement evidences the grant to Mr. KotlerOur grants of stock options provides non-qualified stock options to purchase shares of common stock, (“Stock Options”), subject to the vesting of such Stock Option,stock options, at an applicable exercise price per shareshare.

For additional information on the 2020 Plan, including the proposed Amendment to the 2020 Plan, see “Proposal No. 3 – Amendment to the ARKO Corp. 2020 Incentive Compensation Plan.”

Compensation Elements

The following is a discussion and analysis of each component of our executive compensation program for 2023, as well as relevant information with respect to bonuses paid in prior years.

Our NEO’s compensation has a substantial performance-based component. For 2023, the base salary and time-based equity components represented 41% of the total compensation set forth therein.in the summary compensation table below of our CEO and between 52% and 68% for our other NEOs. For 2022, the base salary and time-based equity components represented 36% of the total compensation set forth in the summary compensation table below of our CEO and between 50% and 66% for our other NEOs. For 2021, the base salary and time-based equity components represented 62% of the total compensation set forth in the summary compensation table below of our CEO and between 71% and 79% for our other NEOs.

Base Salary

Annual base salaries compensate the NEOs for fulfilling the requirements of their respective positions and provide them with a predictable and stable level of cash income relative to their total compensation.

In 2023, each of Messrs. Kotler and Nuchamovitz received an annual base salary increase of 3.0%, Mr. Bassell received an annual base salary increase of 4.1% and Mr. Bricks received an annual base salary increase of 3.3%.

Bonuses

Target Bonus

Pursuant to Mr. Kotler’s employment agreement, he is entitled to a target bonus opportunity with a target equal to 150% of his current base salary (the “Target Bonus”), based on satisfaction of performance criteria established by the Compensation Committee. For 2023, the Compensation Committee has determined that the threshold for payout would be 50% of the Target Bonus and the maximum would be 200% of the Target Bonus. The actual payout for 2023 as approved by the Compensation Committee was 50% of the Target Bonus. For 2022, Mr. Kotler received 100% of the Target Bonus. For 2021, Mr. Kotler was not entitled to the Target Bonus because the Compensation Committee did not establish the performance criteria in respect of that bonus. However, in March 2022, the

Compensation Committee approved discretionary RSU awards to Mr. Kotler to recognize Mr. Kotler’s contribution to the Company’s strong 2021 financial results.

Discretionary Bonus

Pursuant to their respective employment agreements, Messrs. Bassell, Nuchamovitz and Bricks may be awarded discretionary bonuses from time to time. In 2023, a one-time cash bonus of $100,000 was approved by the Compensation Committee for each of Mr. Bricks and Mr. Nuchamovitz in anticipation of the Transit Energy Group, LLC acquisition that closed in March 2023.

Fixed Quarterly Bonus

Pursuant to their respective employment agreements, Messrs. Bassell and Bricks are each entitled to a fixed quarterly bonus. Please see “— Employment Agreements” below.

Long Term Incentives (LTIs)

Under Mr. Kotler’s employment agreement, his long-term incentive target (“LTI Target”) is 350% of his base salary. The LTI Target for our other NEOs, except for Mr. Bassell, for 2023 were 203% – 239%, without giving effect to a discretionary bonus of $100,000 earned by each Messrs. Bricks and Nuchamovitz in 2023. The LTI Target for Mr. Bassell for 2023 was 51%.

Cash LTIs

The Company believes that aligning annual cash bonus for its NEOs with the Company’s performance serves the primary objectives of the Company’s compensation philosophy.

Accordingly, since 2022, the Company has granted a Cash LTI to the NEOs, other than Mr. Kotler who is instead entitled to an annual cash Target Bonus under his employment agreement, as described above. The Cash LTI is granted in conjunction with the grant of PSUs and is allocated to each of the three years in the PSU performance cycle, and each portion is earned and payable, if at all, consistent with the performance results and associated payout percentages for the PSUs for each individual year. The amount of Cash LTI, if any, earned each year is paid annually at or about the time the results for the preceding year are approved by the Compensation Committee. We believe that basing the Cash LTI on the same performance metrics as our PSUs with the same payout percentage further aligns our NEO’s interests with development within our existing operational and strategic metrics while providing a cash incentive to complement our equity LTIs. In 2023, due to Mr. Bassell’s planned retirement in 2024, in lieu of a Cash LTI, Mr. Bassell was granted a one year cash short-term incentive to be paid based on the performance of the Company in 2023.

No short-term incentive plan was implemented for NEOs other than Mr. Kotler in accordance with his employment agreement and for Mr. Bassell in 2023 as described above.

Equity LTIs

In 2021, the Company granted the NEOs (other than Mr. Kotler) both RSUs and PSUs. Excluding the one-time special recognition awards, our NEOs (other than Mr. Kotler) received one-third (1/3) of their LTI in RSUs that are time-based (vesting ratably over a three year period) and two-thirds (2/3) in PSUs. These 2021 grants were more heavily weighted towards PSUs to enhance the performance orientation of the awards, particularly given the retention-oriented special recognition award granted in respect of the consummation of the Business Combination.

The 2022 equity grants were 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. As a result,

in 2022, we added an LTI cash component and therefore increased the performance metric components of our other NEO’s LTI to be 30% RSUs, 50% PSUs and 20% Cash LTI, as described above.

The 2023 equity grants were made generally in the same form and weighting as in 2022, with a mix of performance-based and time-based awards, predominantly weighted towards performance conditions. In 2023, the other NEO’s LTI, except for Mr. Bassell, consisted of approximately 31% – 36% RSUs, 50% – 58% PSUs and 11% – 14% Cash LTIs. For Mr. Bassell, in 2023, due to his planned retirement, in lieu of LTIs, the Company granted awards consisting of 45% RSUs with one year vesting and 55% in a cash short-term incentive to be paid based on the performance of the Company in 2023 in lieu of a Cash LTI.

The stock options granted to Mr. Kotler in 2021 through 2023 were designed to align his pay opportunity with stock price appreciation. The stock options granted in 2021 were granted at a $10 strike price based on the price of the stock used for the Business Combination. Upon review of the 2021 grant, the Compensation Committee determined that a computational error resulted in the issuance of fewer stock options than were supposed to have been granted in 2021. As a result, in March 2022, Mr. Kotler was granted “make-up” stock options, which options have a $10 strike price. The other stock options granted in March 2022 as compensation for 2022 were granted at $8.49 strike price based on our market price at the time of the grant. The stock options granted in March 2023 were granted at a $8.58 strike price based on our market price at the time of the grant. We believe these stock options align with investor focus on 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 2023 awards provided market-aligned long term incentive opportunities.

Performance-based Restricted Stock Units

Each PSUincludes three one-year performance periods. 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, and is 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 respective 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 for 2023 and the corresponding payout levels to the NEOs. 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.

Given our strong performance in 2022, in which we achieved in approximately 108% of Annual Budgeted EBITDA, the Compensation Committee adjusted the performance criteria between 100% and 110% of the Annual Budgeted EBITDA for 2022 and in 2023 approved that the percentage of PSUs out of the target amount for 2022 will be 125% multiplied by one-third. This applied to (i) all PSUs granted as part of the 2021 LTI and all PSUs granted as part of the 2022 LTI, and (ii) the NEOs Cash LTIs granted in March 2022 with respect to the portion earned and payable for 2022.

In 2023, we achieved slightly above 90% of Annual Budgeted EBITDA, and in 2024, the Compensation Committee approved that the percentage of PSUs out of the target amount for 2023 will be 50% multiplied by one-third. This applied to (i) all PSUs granted as part of the 2021 LTI, the 2022 LTI, and the 2023 LTI, and (ii) the NEOs Cash LTIs granted in March 2022 and March 2023 with respect to the portion earned and payable for 2023.

We believe that the above payout amounts are in-line with the market practices, are tied to Board approved annual budgets, and calibrate the threshold and maximum to investor expectations.

No Payment of Dividends on Unvested Stock Awards

We do not grant to recipients any rights, benefits, or entitlements with respect to the shares corresponding to the awards granted (including no rights to receive any dividend) unless and until those shares are vested.

Incentive Compensation Clawback Policy

All our award agreements include a “clawback” provision which permits the Company to recoup equity or other compensation provided under the applicable plan or otherwise in accordance with any Company policies to the extent that the Company, in its discretion, determines to be necessary or appropriate to comply with any clawback policy. In November 2023, in accordance with the final clawback policy rules adopted by the SEC and Nasdaq, the Board adopted a clawback policy, which was filed with the SEC as Exhibit 97.1 to our 2023 Annual Report on Form 10-K (the “Clawback Policy”). The Clawback Policy is administrated by our Board or, if so designated by the Board, the Compensation Committee, and generally provides for the mandatory recovery of erroneously awarded excess “incentive-based compensation” from all current and former covered executive officers, which is inclusive of our NEOs, in the event the Company is required to prepare an annual basisaccounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the then current period or left uncorrected in the then current period. Such mandatory recovery applies to all such excess compensation received by a covered executive officer during the three completed fiscal years immediately preceding the earlier of (i) the date that the Board, a committee of the Board or authorized officer concluded (or reasonably should have concluded) that the Company is required to prepare such an accounting restatement and (ii) the date a legally authorized body directs the Company to prepare an accounting restatement. The administrator of the Clawback Policy may designate additional persons as subject to such mandatory recovery provisions and may designate other persons as subject to the Clawback Policy, but for three consecutive years.whom recovery of such compensation is subject to the discretion of the administrator.

Benefits and Perquisites

Tax Gross-Ups

We do not provide tax gross-ups with respect to any element of compensation.

Employee Benefit Plans

NEOs are eligible to participate in our employee benefit plans, including our medical, disability and life insurance plans, in eachthe case of Messrs. Bassell, Giammatteo, Bricks and Nuchamovitz, on the same basis as all of our other employees. The Company also pays the employee portion of group medical coverage for Mr. Kotler. The employee benefit plans are designed to assist in attracting and retaining skilled employees critical to our long-term success. We also maintain a 401(k) plan for the benefit of our eligible employees, including the NEOs, as discussed below.

401(k) Plan

We maintain a retirement savings plan, or 401(k) plan, open to all employees from their first day at work, that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Under the 401(k) Plan, eligible employees may defer up to 75% of their compensation subject to applicable annual contribution limits imposed by the Internal Revenue Code of 1986, as amended or the Code(the “Code”), and limits imposed by non-discrimination testing. Our employees’ pre-tax contributions are allocated to each participant’s individual account and participants are immediately and fully vested in their contributions. We match a portion of employee contributions according to the 401(k) plan (subject to Internal Revenue Service limits and non-discrimination testing). For 2020,2023, the matching contribution was 50% of the first 6% of eligible contributions made by the participants for such plan year. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. We made matching contributions of $227,000approximately $1.3 million to the 401(k) Plan during the year ended December 31, 2020.2023.

Non-Qualified Deferred Compensation

We offer a select group of management and key employees, including the NEOs, who contribute materially to itsthe Company’s continued growth, development and future business success an opportunity to defer a portion of their compensation (in the form of salary and bonuses) under our Non-Qualified Plan, or NQP. We made matching contributions of approximately $55,000$0.2 million to the NQP during the year ended December 31, 20202023 related to all participants.

Pension Benefits

We do not maintain any pension benefit or retirement plans other than the 401(k) plan.

Payments to KMG

GPM Management Services Agreement

As discussed above, prior to the Business Combination, Mr. Kotler did not receive any compensation, including bonuses, directly from GPM, as his services as Chief Executive Officer of GPM were provided to GPM through KMG pursuant to the GPM Management Services Agreement. Under the GPM Management Services Agreement, for the period January 1, 2018 through December 31, 2019, KMG was entitled to a management fee in the amount of $60,000 per month. In addition, KMG was entitled to receive an annual bonus in accordance with GPM’s Corporate Incentive Plan (described above). The annual bonus which KMG was eligible to receive under the Corporate Incentive Plan could not exceed six monthly management fee payments. Based on GPM’s financial performance, for the years 2018 and 2019, KMG did not receive a bonus under the Corporate Incentive Plan. The GPM Management Services Agreement also required GPM to reimburse KMG for all out of pocket expenses related to the activity of GPM.

On January 1, 2020, GPM and KMG entered into a Second Amended and Restated Management Services Agreement which extended the term of the GPM Management Services Agreement from January 1, 2020 through December 31, 2022 and increased the management fee to $90,000 per month. In addition, a portion of bonus equal to four monthly management fees was payable subject to increases in Arko Holdings’ share price. Upon the closing of the Business Combination, the GPM Management Services Agreement was terminated, other than the right to receive an expected Corporate Incentive Plan bonus of $540,000 for 2020.

Profits Participation Agreement

Pursuant to the Profits Participation Agreement, KMG was entitled to an annual net profit participation amount. For the years 2018 and 2019, this amount was calculated as the lower of (i) 3% of GPM’s annual net profit, based

on GPM’s US GAAP consolidated financial statements for years ended December 31, 2018 and 2019, or (ii) $280,000. At the request of KMG, at the end of the first, second and third quarters of each calendar year, GPM paid an advance on the annual net profit participation amount, subject to GPM’s ability to offset any excess amounts from future amounts to which KMG will be entitled. Based on GPM’s financial performance in 2019, KMG was not entitled to an annual profits participation amount for 2019. KMG received $210,000 in advances for 2019, which were offset against future payments by GPM.

For the years 2020 through 2022, the annual net profit participation amount was to be calculated as the higher of (i) 5% of GPM’s annual net profits for such calendar year based on GPM’s US GAAP consolidated financial statements after adjustments as defined below, or (ii) 5% of the positive difference (if any) between the adjusted EBITDA (as defined in Profits Participation Agreement) for such calendar year and the adjusted EBITDA for the prior calendar year, up to an annual maximum amount of $400,000. Based on GPM’s financial performance in 2020, KMG is entitled to an annual net profit participation amount of $400,000 for 2020. This amount includes $210,000 that was received in advance in 2019. The Profits Participation Agreement was terminated upon the termination of the GPM Management Services Agreement, other than the right to receive the profit participation amount for 2020.

Arko Holdings Management Services Agreement

As discussed above, Mr. Kotler did not receive any compensation directly from Arko Holdings for his services as Chief Executive Officer of Arko Holdings. Mr. Kotler also did not receive any compensation directly from Arko Holdings for his services as Chairman of Arko Holdings, as these services were provided to Arko Holdings through KMG pursuant to the Arko Management Services Agreement. Under the Arko Management Services Agreement, KMG was entitled to a monthly management fee of approximately $5,000, linked to the Israeli Consumer Price Index, and to a reimbursement for reasonable expenses incurred by KMG in connection with the provision of management services. The Arko Management Services Agreement remained in effect until October 31, 2020.

The table below shows the payments earned by KMG for services provided by Mr. Kotler to GPM and Arko Holdings in 2018, 2019 and 2020. These amounts are included under “All Other Compensation” in the Summary Compensation Table:

Employment, Severance or 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”“at-will” employment with us could result in the departure or distraction of management personnel to the company’sCompany’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.

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 for a three-year term from the Closing Date,December 22, 2020, following which the agreement will be automatically extended 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:

Bassell Employment Agreement

Pursuant to the terms of the executive employment agreement dated April 1, 2014, between GPM and Mr. Bassell, Mr. Bassell continued to serve as GPM’s Chief Financial Officer. Under the terms of the agreement, Mr. Bassell was entitled to receive an annual base salary of $240,000, subject to annual increases as determined by GPM’s board of managers, and was eligible to receive bonus payments under the Corporate Incentive Plan. Mr. Bassell was also eligible to receive an annual Special Performance Bonus in the amount of $100,000 if GPM’s EBITDA exceeded $20 million in any calendar year.

On August 4, 2020, GPM and Mr. Bassell entered into an amended and restated employment agreement for a five-year term, following which the agreement will be automatically extendedcontemplated automatic extension for additional one-year terms, unless either GPM or Mr. Bassell gives at least 90 days’ prior notice of non-extension. Under the terms of the amended and restated employment agreement, Mr. Bassell iswas entitled to the following:

Bricks Employment Agreement

Pursuant to the terms of the employment agreement dated January 3, 2020, between GPM and Mr. Bricks, Mr. Bricks continued to serve as GPM’s General Counsel for a five-year term, following which the agreement will be automatically extended for additional successive 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:

Compensation Actions Taken in 2020Nuchamovitz Employment Agreement

Mr. Kotler entered into anPursuant to the terms of the employment agreement with ARKO Corp. on September 8, 2020.dated January 1, 2020, between GPM and Mr. Bassell entered into an amended and restatedNuchamovitz, Mr. Nuchamovitz continued to serve as Executive Vice President of GPM for a five-year term, following which the agreement will be automatically extended for additional successive 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, with GPM on August 4, 2020 and Mr. Bricks entered into an employment agreement with GPM on January 3, 2020, pursuantNuchamovitz is entitled to which, among other provisions, each of Messrs. Bassell and Bricks received anthe following:

Giammatteo Employment Agreement

Pursuant to the terms of the employment agreement dated December 19, 2023, by and among the Company, GPM and Mr. Giammatteo, the Company appointed Mr. Robb Giammatteo as described above.Executive Vice President and Chief Financial Officer (principal financial and accounting officer), effective January 2, 2024. Mr. Giammatteo’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. Giammatteo gives at least 90 days’ prior notice of non-extension. Under the terms of the employment agreement, Mr. Giammatteo is entitled to the following:

Our Anti-Hedging Policy

Our Hedging Policy

We prohibit our directors, executive officers and certain designated employees from engaging in hedging, short sales, trading in publicly traded put or call options or trading on margin involving our securities.

Our Pledging Policy

We require pre-notification if any of our directors, executive officers and certain designated employees wish to pledge Company securities as collateral for a loan (or modify an existing pledge). Our policy provides that the securities subject to such a pledge shall be subject to all of our other restrictions on trading in the Company’s securities. As of December 31, 2023 and April 19, 2024, no shares were pledged by our directors and executive officers.

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-andtime and performance-based compensation; (ii) our use of multi-year vesting periods for equity grants; and (ii) the oversight exercised by the Compensation Committee over the performance metrics and results under the 2020 Plan.

Consideration of Stockholder Advisory Vote on Executive Compensation

We are presenting our stockholders with a non-binding advisory proposal to approve the compensation of our NEOs. The Compensation Committee considers the results of the advisory votes on executive compensation together with the Company’s compensation philosophy, as described in this Compensation Discussion & Analysis (“CD&A”),&A, when considering executive compensation arrangements, including any changes to the

executive compensation program. At the 2023 Annual Meeting, over 93% of the votes cast by our stockholders voted to approve, on an advisory basis, the compensation of the NEOs described in the proxy statement for the 2023 Annual Meeting. We considered this approval by the stockholders and determined that we would not make any material modifications to the compensation arrangements for the NEOs. The next non-binding advisory vote to approve the executive compensation of our NEOs will be held on June 9, 2021 at our upcomingthe Annual Meeting. Please see Proposal 2 contained in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation.Participation.

Sherman K. Edmiston III, Avram Friedman (commencing from June 2023), Michael J. Gade, and Steven J. Heyer and Starlette B. Johnson (until May 2023) served on the Company’s Compensation Committee from the committee’s establishment on December 22, 2020 through December 31, 2020. Noin 2023. During fiscal year 2023, no interlocking relationship existsexisted between our Board or Compensation Committee and the board of directors or Compensation Committeecompensation committee of any other entity, nor has any interlocking relationship existed in the past. None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees.