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ARKO (ARKO) CEO Arie Kotler details RSU grants and tax share withholdings

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ARKO Corp. director and CEO Arie Kotler reported several equity compensation transactions. On February 27, 2026, he received 410,503 restricted stock units that each convert into one ARKO share and 186,959 shares of common stock as awards. On the same date, 45,525 shares of common stock were withheld at $6.43 per share to cover taxes. On March 1, 2026, 69,581 RSUs were exercised and converted into an equal number of common shares at $0.00 per share, and 16,944 shares were withheld at $6.43 per share to satisfy tax obligations. Following these transactions, Kotler directly held over 12 million ARKO common shares, and additional shares are held indirectly through KMG Realty LLC, where he is the sole member and beneficiary.

Positive

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Insider Kotler Arie
Role Chairman, President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 69,581 $0.00 --
Exercise Common Stock, par value $0.0001 per share 69,581 $0.00 --
Tax Withholding Common Stock, par value $0.0001 per share 16,944 $6.43 $109K
Grant/Award Restricted Stock Units 410,503 $0.00 --
Grant/Award Common Stock, par value $0.0001 per share 186,959 $0.00 --
Tax Withholding Common Stock, par value $0.0001 per share 45,525 $6.43 $293K
holding Common Stock, par value $0.0001 per share -- -- --
Holdings After Transaction: Restricted Stock Units — 69,580 shares (Direct); Common Stock, par value $0.0001 per share — 12,247,001 shares (Direct); Common Stock, par value $0.0001 per share — 9,452,636 shares (Indirect, See footnote)
Footnotes (1)
  1. On March 2, 2023, the reporting person was granted performance stock units, each providing for the right to receive one share of common stock, $0.0001 par value per share ("common stock"), of ARKO Corp. (the "Company"), subject to satisfaction of certain performance criteria. Restricted stock units ("RSUs") provide for the right to receive one share of common stock of the Company on a one-for-one basis. These shares of the Company's common stock are held by KMG Realty LLC, of which the reporting person is the sole member and the sole and exclusive beneficiary. The RSUs will vest and convert into shares of common stock in three equal annual installments commencing on March 1, 2027, subject to the reporting person's continued employment or service through the vesting date. The RSUs vest and convert into shares of common stock in three equal annual installments commencing on March 1, 2025, subject to the reporting person's continued employment or service through the vesting date, with certain accelerated vesting upon termination of employment.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kotler Arie
(Last) (First) (Middle)
8565 MAGELLAN PARKWAY
SUITE 400
(Street)
RICHMOND VA 23227
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARKO Corp. [ ARKO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 02/27/2026 A 186,959 A $0(1) 12,222,945 D
Common Stock, par value $0.0001 per share 02/27/2026 F 45,525 D $6.43 12,177,420 D
Common Stock, par value $0.0001 per share 03/01/2026 M 69,581 A $0(2) 12,247,001 D
Common Stock, par value $0.0001 per share 03/01/2026 F 16,944 D $6.43 12,230,057 D
Common Stock, par value $0.0001 per share 9,452,636 I See footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 02/27/2026 A 410,503 (4) (4) Common Stock, par value $0.0001 per share 410,503 $0 410,503 D
Restricted Stock Units (2) 03/01/2026 M 69,581 (5) (5) Common Stock, par value $0.0001 per share 69,581 $0 69,580 D
Explanation of Responses:
1. On March 2, 2023, the reporting person was granted performance stock units, each providing for the right to receive one share of common stock, $0.0001 par value per share ("common stock"), of ARKO Corp. (the "Company"), subject to satisfaction of certain performance criteria.
2. Restricted stock units ("RSUs") provide for the right to receive one share of common stock of the Company on a one-for-one basis.
3. These shares of the Company's common stock are held by KMG Realty LLC, of which the reporting person is the sole member and the sole and exclusive beneficiary.
4. The RSUs will vest and convert into shares of common stock in three equal annual installments commencing on March 1, 2027, subject to the reporting person's continued employment or service through the vesting date.
5. The RSUs vest and convert into shares of common stock in three equal annual installments commencing on March 1, 2025, subject to the reporting person's continued employment or service through the vesting date, with certain accelerated vesting upon termination of employment.
/s/ Maury Bricks, Attorney-in-Fact 03/03/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did ARKO (ARKO) CEO Arie Kotler receive in this Form 4?

Arie Kotler received 410,503 restricted stock units and 186,959 shares of ARKO common stock as awards. Each RSU provides one share on vesting, forming part of his overall equity compensation package.

How many ARKO (ARKO) shares were used for tax withholding in Kotler’s transactions?

A total of 62,469 ARKO common shares were disposed of to cover tax obligations: 45,525 shares on February 27, 2026 and 16,944 shares on March 1, 2026, both at a price of $6.43 per share.

What happened to Arie Kotler’s ARKO (ARKO) restricted stock units on March 1, 2026?

On March 1, 2026, 69,581 restricted stock units held by Arie Kotler were exercised and converted into 69,581 ARKO common shares at a price of $0.00 per share, reflecting a derivative exercise or conversion.

How are some of Arie Kotler’s ARKO (ARKO) shares held indirectly?

Some ARKO common shares are held by KMG Realty LLC, of which Arie Kotler is the sole member and exclusive beneficiary. This means an entity he controls holds those shares, rather than him holding them directly in his own name.

When do Arie Kotler’s new ARKO (ARKO) RSU awards begin vesting?

The RSUs granted to Arie Kotler on February 27, 2026 vest in three equal annual installments starting March 1, 2027, subject to his continued employment or service through each vesting date, according to the disclosed vesting schedule.

What vesting schedule applies to Arie Kotler’s earlier ARKO (ARKO) RSUs?

Earlier RSUs vest and convert into shares in three equal annual installments beginning March 1, 2025, contingent on Arie Kotler’s continued employment or service, with certain provisions for accelerated vesting upon termination of employment.