The Company adopted the ARKO Petroleum Corp. 2026 Incentive Compensation Plan immediately prior to the IPO. Under such plan, the compensation committee of the Board has approved the grant of performance-based restricted stock units of the Company (“APC PSUs”) to certain of the Company’s employees and certain employees of ARKO Parent who are not employed by the Company but, on behalf of ARKO Parent, provide management services to the Company. Vesting periods are assigned to APC PSUs 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 will issue new shares of Class A common stock upon vesting of the APC PSUs.

Additionally, non-employee directors serving on the Board receive an annual restricted stock unit (“APC RSUs”) grant and may receive APC RSUs in lieu of up to 100% of cash fees. These APC RSUs vest immediately, are entitled to dividend equivalent rights relating to dividends declared and paid on the Company’s common stock, and will be settled in shares of Class A common stock of the Company upon the director’s departure from the Board, or upon an earlier change in control of the Company.

The following table summarizes share activity related to the APC RSUs and APC PSUs:


	APC RSUs and APC PSUs			Weighted Average Grant Date Fair Value per Share
	(in thousands)
Nonvested APC RSUs and APC PSUs, December 31, 2025		—		$	—
Granted		218			18.49
Released		(32	)		18.19
Forfeited		(7	)		18.72
Performance-based share adjustment		(100	)		18.36
Nonvested APC RSUs and APC PSUs, June 30, 2026		79		$	18.73

During the six months ended June 30, 2026, 32 thousand APC RSUs were issued to the Company’s non-employee directors. These awards are included in the table above under APC RSUs as both granted and released units. There were 32 thousand APC RSUs issued to non-employee directors outstanding as of June 30, 2026.

During the six months ended June 30, 2026, the Company granted approximately 63 thousand APC PSUs to its employees and approximately 123 thousand APC PSUs to employees of ARKO Parent who provide on behalf of ARKO Parent services to the Company, which, subject to achieving certain performance criteria, could result in the issuance of a number of shares of Class A common stock equal to up to 150% of the number of APC PSUs granted. 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 the Company or ARKO Parent 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 Board that the applicable performance criteria have been met.

The Company assesses the probability of achieving the performance criteria on a quarterly basis, and the compensation committee of the 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.

The fair value of APC RSUs released during the six months ended June 30, 2026 was $0.6 million.

As of June 30, 2026, total unrecognized compensation cost related to APC PSUs was approximately $1.3 million, which is expected to be recognized over a weighted average period of approximately 2.2 years.

The compensation committee of ARKO Parent’s board of directors (the “ARKO Parent Board”) has approved the grant of non-qualified restricted stock units (“ARKO RSUs”) and performance-based RSUs (“ARKO PSUs”) to certain Company employees under the ARKO Corp. 2020 Incentive Compensation Plan. Vesting periods are assigned to ARKO RSUs on a grant-by-grant basis at the discretion of the ARKO Parent Board and except in certain limited situations, all awards are subject to a minimum vesting period of one year. ARKO Parent will issue` new shares of ARKO Parent’s common stock upon vesting of the ARKO RSUs.


	ARKO RSUs and ARKO PSUs			Weighted Average Grant Date Fair Value per Share
	(in thousands)
Nonvested ARKO RSUs and ARKO PSUs, December 31, 2025		406		$	6.46
Granted		149			6.44
Released		(79	)		7.41
Forfeited		(15	)		6.46
Nonvested ARKO RSUs and ARKO PSUs, June 30, 2026		461		$	6.19

During the six months ended June 30, 2026, ARKO Parent granted approximately 12 thousand ARKO PSUs to the Company’s employees, which, subject to achieving certain performance criteria, could result in the issuance of a number of shares of ARKO Parent’s common stock equal to up to 150% of the number of ARKO PSUs granted. The ARKO 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 ARKO Parent performance criteria measured over such period. The number of ARKO 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 of the ARKO Parent Board that the applicable performance criteria have been met.

ARKO Parent assesses the probability of achieving the performance criteria on a quarterly basis, and the compensation committee of the ARKO Parent 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. In the first quarter of 2026, the compensation committee of the ARKO Parent Board determined that the performance criteria for the performance period ended December 31, 2025 had been met and certified that the percentage of ARKO PSUs that vested with respect to the target amount for the ARKO PSUs granted in 2023 was 60% and for ARKO PSUs granted in 2025 with cliff vesting at the end of a one-year period was 100%.

The fair value of ARKO RSUs and ARKO PSUs released during the six months ended June 30, 2026 was $0.9 million.

As of June 30, 2026, total unrecognized compensation cost related to ARKO RSUs and ARKO PSUs was approximately $1.5 million, which is expected to be recognized over a weighted average period of approximately 2.1 years.

Total share-based compensation cost recorded for members of the Board, the Company’s employees and certain employees of ARKO Parent who provide management services to the Company for the three and six months ended June 30, 2026 and 2025 was $1.0 million, $0.2 million, $1.4 million and $0.5 million, respectively, and has been included in general and administrative expenses in the condensed consolidated statements of operations.