📜 What This Document Is 🔮

This document is a Proxy Statement (Form DEF 14A), which is a required filing by ARKO Corp. before its Annual Meeting of Stockholders. Think of it as the official, detailed playbook for the meeting. It doesn't contain financial results, but rather dictates how the company will be governed and what the stockholders are being asked to vote on.

The goal is to educate stockholders on the directors, the company's policies, and the votes required to make the company run for the upcoming fiscal year. Everything presented here is designed to help you make an informed voting decision.

👉 Key dates to remember: The Annual Meeting is scheduled for June 4, 2026, and the record date (the deadline to own shares for voting) is April 10, 2026.

🏙️ ARKO Corp. Overview and Operations ⚓

ARKO Corp. is a company involved in the energy and industrial sectors, with operations that include a subsidiary, APC. The core of their ongoing business relationships involves management services and fuel supply.

The company provided an update on its sustainability and operational focus, highlighting efforts to manage environmental impact and promote sustainable practices across its business segments.

👉 Key Insight: The company is actively defining its long-term goals through an Environmental, Social, and Governance (ESG) lens, indicating a focus on reputation and sustainability for its stakeholders.

⚙️ Corporate Governance Structure 🏛️

Corporate governance refers to the rules and processes by which a company is run and overseen. The Board of Directors sets these rules, and ARKO is highly detailed about its governance structure to ensure accountability.

The board has adopted various charters and policies—including a Code of Business Conduct and Ethics and a Cybersecurity Risk Oversight process—to maintain high standards of corporate accountability.

• Board Leadership: Arie Kotler serves as both the President and Chief Executive Officer and the Chairman of the Board.
• Independent Oversight: To maintain checks and balances, the Board has appointed Andrew R. Heyer as the Lead Independent Director. This role is crucial, as Mr. Heyer leads the independent directors and serves as a liaison between the Chairman and the independent members, helping to ensure non-management perspectives are presented.
• Committee Structure: The Board relies on three standing committees:
  • Audit Committee: Led by Andrew R. Heyer, this committee reviews financial reporting, internal controls, and approves the work of the independent public accounting firm.
  • Compensation Committee: Led by Avram Friedman, this committee determines pay policies for officers and reviews director compensation.
  • Nominating and Corporate Governance Committee: Led by Sherman K. Edmiston III, this committee is responsible for identifying qualified candidates for future directors and overseeing the company's overall governance guidelines.

👔 Board and Named Executive Officers 🧑‍💼

The Board of Directors and senior management are fully detailed in this section, outlining their qualifications and professional backgrounds.

The document assures shareholders that all listed directors have been reviewed and recommended by the Nominating and Corporate Governance Committee.

• Leadership Team:
  • Arie Kotler: Serves as Chairman, President, and CEO. He has deep historical knowledge of ARKO and its subsidiary, GPM, since 2011.
  • Jeff Galagher: Serves as EVP and CFO. His professional background includes significant roles at major retailers (like Dollar Tree Stores, Inc. and Advance Auto Parts, Inc.) and consulting firms.
  • Eyal Nuchamovitz: Serves as EVP of Business Development and M&A.
• Director Nominees: The candidates for the Board include Andrew R. Heyer, Sherman K. Edmiston III, Yona Fogel, Avram Friedman, and Laura Shapira Karet. The Board has publicly determined that these five individuals meet all necessary independence standards set by Nasdaq.

🗳️ Key Voting Proposals for 2026 🌟

The purpose of the Annual Meeting is to vote on four specific matters. These votes are the heart of the proxy statement and require stockholder action.

Here is what shareholders will be asked to approve:

1. Electing Directors: Shareholders vote to elect six (6) directors. The Board recommends voting FOR all nominees.
2. Executive Compensation: Shareholders consider a non-binding advisory resolution regarding the compensation of the named executive officers. (Non-binding means failure to pass this resolution won't legally cost the company money, but it signals shareholder sentiment).
3. Ratification of Auditor: Shareholders must vote to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm for the 2026 fiscal year.
4. Other Business: Allows the board to address any other matters deemed properly presented.

👉 How Votes Pass: For the election of directors, the nominees must receive a plurality (the greatest number) of votes present. For the compensation and audit proposals, a majority of votes cast FOR is required.

📝 Corporate Policies and Agreements 📜

The filing outlines several formal agreements and policies that govern the relationship between the company, its founders, and its significant investors.

• Related Party Transactions: The company implemented a policy requiring the Audit Committee's prior review for any related-party transaction (involving directors, officers, or principal stockholders). Any request for a transaction exceeding $120,000 must first be approved by the Audit Committee.
• The "Voting Letter Agreement": Arie Kotler and a party associated with Morris Willner entered into an agreement requiring them to vote their shares in favor of Arie Kotler for the election of directors until December 2027.
• Sponsor Support Agreement: A separate agreement with Haymaker Sponsor II LLC requires the Specified Holder (including Andrew R. Heyer) to vote shares in favor of Arie Kotler for the election of directors until December 2027.
• Relationship with APC: ARKO and its subsidiary, APC, formalized their ongoing relationship through two agreements:
  • Management Services Agreement: ARKO provides services for APC, covering HR, IT, finance, and legal support.
  • Omnibus Agreement: This establishes a long-term, exclusive fuel supply relationship between the two companies.

💚 Commitment to Sustainability and ESG 🌱

The company has significantly detailed its commitment to Environmental, Social, and Governance (ESG) issues, recognizing these topics as integral to its long-term value creation.

The 2024 Sustainability Report highlighted several operational wins:

• Environmental Focus: They achieved near-complete coverage of refrigerant usage tracking and improved proactive environmental management.
• Sourcing & Packaging: Almost 90% of coffee sold in stores in 2024 was sustainably sourced (nearly double the share from 2023), and over 55% of packaging procured was made of recycled or sustainable materials.
• Electric Mobility: The number of sites offering electric vehicle (EV) charging grew by 1.6 times in 2024, reaching a total of 111 charging ports.
• Social Focus: They launched an enhanced onboarding program, and the average training and development per employee in 2024 was 47.7 hours.

🏛️ Corporate Details and Contacts 📬

This section contains the practical logistical details you need to participate in the Annual Meeting and communicate with the company.

• Meeting Logistics: The Annual Meeting is completely virtual, held via live webcast. Shareholders can participate by visiting www.virtualshareholdermeeting.com/ARKO2026.
• How to Vote: Shareholders can vote electronically at the Annual Meeting or by calling 1-800-690-6903.
• Material Dates:
  • Record Date: Stockholders must be record owners as of April 10, 2026.
  • Proxy Material Access: Documents are available online at www.proxyvote.com.
• Correspondence:
  • General Mail: ARKO Corp., 8565 Magellan Parkway, Suite 400 Richmond, Virginia 23227-1150
  • Investor Relations Email: [email protected]
  • Board Contact: (804) 730-1568 in the United States

🧠 The Analogy 💡

Think of a Proxy Statement like the contract for an apartment building's HOA (Homeowners Association) election. Instead of electing a board of directors, the shareholders are voting on the rules, the budget, and who gets to manage the property next year. Every detail—from who the candidates are to how they decide on a new recycling policy (ESG)—is laid out so that you, the homeowner (shareholder), know exactly what you are voting for and who you are electing to run the building.

🧩 Final Takeaway 🚀

This proxy statement outlines the critical operational and governance decisions for ARKO Corp.'s 2026 Annual Meeting, emphasizing the election of six directors and the confirmation of corporate policies. The company is making its commitment to long-term value creation evident through major investments in ESG compliance and structuring formal agreements with its subsidiary, APC.