3. ARKO Petroleum Corp. (APC)

APC IPO

APC was formed in July 2025 as a Delaware corporation and a wholly owned subsidiary of Arko Convenience Stores, LLC (“ACS”), which is a wholly owned subsidiary of the Company. On February 13, 2026, APC completed the APC IPO and issued 11,111,111 shares of its Class A common stock at a price to the public of $18.00 per share. In addition, APC granted the underwriters a 30-day option to purchase up to an additional 1,666,666 shares of APC’s Class A common stock to cover over-allotments, if any, at

$18.00 per share, less underwriting discounts and commissions. On March 5, 2026, the underwriters exercised their option to purchase 1,459,112 shares of Class A common stock, and on March 9, 2026, APC issued and sold such shares to the underwriters. The total net proceeds from the APC IPO were approximately $206.8 million. The Company owns 35,000,000 shares of APC’s Class B common stock, representing 73.6% of the economic interests in APC and 93.3% of the combined voting power of APC’s Class A common stock and Class B common stock. APC’s Class A common stock is listed on Nasdaq under the symbol “APC.” The Class B common stock is not publicly listed or traded.

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

Voting Rights of APC Common Stock

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

Dividends

APC’s board of directors (the “APC Board”) declared a quarterly pro-rated dividend of $0.26 per share of common stock that was paid on April 21, 2026 to stockholders of record as of April 10, 2026. APC currently intends to pay a regular quarterly cash dividend of $0.50 per share to holders of its common stock, or $2.00 per share on an annualized basis. The APC Board will determine the amount, timing, and payment of any dividend in its sole discretion, taking into account discretionary cash flow, reserves for working capital and investment capital expenditures, debt service, the prudent conduct of APC’s business, and other factors it deems relevant. APC’s objective is to pay to its common stockholders a consistent and growing cash dividend that is sustainable on a long-term basis. Cash dividends paid in respect of Class A common stock will also be paid in respect of Class B common stock. As a result, dividends paid on APC’s common stock will be received on a pro rata basis by holders of its Class A common stock and holders of Class B common stock, which Class B common stock is held indirectly by the Company. There can be no assurance that APC will continue to pay such dividends or the amounts of such dividends.