8. Share-Based Compensation

ARKO Corp. Incentive Compensation Plan

The Compensation Committee of the Board (the “Compensation Committee”) has approved the grant of non-qualified stock options, restricted stock units (“RSUs”), and shares of common stock to certain employees, and non-employees under the ARKO Corp. 2020 Incentive Compensation Plan (as amended, the “ARKO Plan”). Stock options granted under the ARKO Plan expire no later than ten years from the date of grant and the exercise price may not be less than the fair market value of the underlying shares on the date of grant. Vesting periods are assigned to stock options and RSUs on a grant-by-grant basis at the discretion of the Board, and except in certain limited situations, all awards are subject to a minimum vesting period of one year. The Company issues new shares of common stock upon exercise of stock options and vesting of RSUs.

Additionally, non-employee directors receive an annual RSU grant and may receive RSUs in lieu of up to 100% of his or her cash fees, which vest immediately and will be settled in common stock upon the director’s departure from the Board or upon an earlier change in control of the Company.

Stock Options

During the three months ended March 31, 2026, 136 thousand stock options vested. There was no other activity related to stock options during the three months ended March 31, 2026. As of March 31, 2026, all issued stock options had vested and there was no unrecognized compensation cost.

Restricted Stock Units and Performance-based Restricted Stock Units

During the three months ended March 31, 2026, 30 thousand RSUs were issued to non-employee directors. These awards are included in the table above under RSUs as both granted and released units. There were 460 thousand and 430 thousand RSUs issued to non-employee directors outstanding as of March 31, 2026 and December 31, 2025, respectively.

During the three months ended March 31, 2026, the Company granted 1.5 million PSUs, which, subject to achieving certain performance criteria, could result in the issuance of a number of shares of common stock equal to up to 150% of the number of PSUs granted, net of PSUs forfeited. The PSUs were awarded to certain employees and cliff vest at the end of a one or three-year period, subject to the achievement of specific performance criteria measured over such period. The number of PSUs that will ultimately vest is contingent upon the recipient continuing to be in the continuous service of the Company and related entities through the last day of the performance period or the applicable vesting date and a certification by the Compensation Committee that the applicable performance criteria have been met.

Management assesses the probability of achieving the performance criteria on a quarterly basis, and the Compensation Committee determines whether the performance criteria were satisfied, and certifies the award’s vesting percentage, if any, during the fiscal quarter following the end of the applicable performance period. In the first quarter of 2026, the Compensation Committee determined that the performance criteria for the performance period ended December 31, 2025 had been met and certified that the percentage of PSUs that vested with respect to the target amount for the PSUs granted in 2023 was 60% and for PSUs granted in 2025 with cliff vesting at the end of a one-year period was 100%. For PSUs with market conditions, the Company records compensation expense based on the grant date fair value, recognized ratably over the performance and vesting periods of these awards.

The fair value of RSUs and PSUs released during the three months ended March 31, 2026 was $12.9 million.

As of March 31, 2026, total unrecognized compensation cost related to RSUs and PSUs was approximately $31.0 million, which is expected to be recognized over a weighted average period of approximately 2.2 years.

ARKO Petroleum Corp. Incentive Compensation Plan

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

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

(1) Based on grant date fair value of APC Class A common stock

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

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

As of March 31, 2026, total unrecognized compensation cost related to APC PSUs was approximately $1.5 million, which is expected to be recognized over a weighted average period of approximately 2.5 years.

Share-Based Compensation Cost