ARKO Corp (ARKO) director converts 156,133 RSUs into common stock

Rhea-AI Filing Summary

ARKO Corp reported an insider equity transaction by one of its directors. On December 11, 2025, the director converted 156,133 restricted stock units into the same number of shares of common stock, par value $0.0001 per share, in a transaction coded “M”, indicating the exercise or conversion of a derivative security.

Following this settlement, the director beneficially owns 156,133 shares of ARKO common stock directly. The RSUs were immediately vested and were structured to deliver one share of common stock for each unit upon the earlier of the end of the director’s service with the company or a change of control, and the director’s service as a director concluded on that date.

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

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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^*

HEYER STEVEN J

(Last) (First) (Middle)

650 FIFTH AVENUE, FLOOR 10

(Street)

NEW YORK NY 10019

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		M		156,133	A	(1)	156,133	D

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	(1)	12/11/2025		M			156,133	(2)	(2)	Common Stock, par value $0.0001 per share	156,133	$0	0	D

Explanation of Responses:

1. Restricted stock units ("RSUs") provide for the right to receive one share of common stock, $0.0001 par value per share ("common stock"), of ARKO Corp. (the "Company") on a one-for-one basis.

2. The RSUs were immediately vested and provided for the right to receive one share of common stock upon the earlier of (i) the date on which the reporting person's service with the Company is terminated (for whatever reason) and (ii) the date of a change of control of the Company. The reporting person's service as a director concluded on December 11, 2025.

	/s/ Maury Bricks, Attorney-in-Fact	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ARKO (ARKO) report in this Form 4?

A director of ARKO Corp reported converting 156,133 restricted stock units into 156,133 shares of ARKO common stock on December 11, 2025 in a transaction coded “M”.

How many ARKO Corp shares does the director own after the reported transaction?

After the transaction, the director beneficially owns 156,133 shares of ARKO Corp common stock directly, as shown in Table I of the report.

What were the key terms of the ARKO Corp restricted stock units in this filing?

The restricted stock units (RSUs) provided the right to receive one share of ARKO common stock for each unit on a one-for-one basis and were described as immediately vested.

What event triggered settlement of the ARKO Corp RSUs into common stock?

The RSUs were structured to settle upon the earlier of termination of the director’s service with ARKO Corp or a change of control. The filing states the director’s service as a director concluded on December 11, 2025, triggering settlement.

Did the ARKO Corp director pay cash to convert the RSUs into shares?

No cash payment was required to convert the RSUs. Table II lists an exercise price of $0 for the restricted stock units, meaning the 156,133 shares of common stock were delivered without a cash exercise price.