ARKO Corp.

Item 2.01 Completion of Acquisition or Disposition of Assets. On November 10, 2026 (the “Closing Date”), ARKO Petroleum Corp., a Delaware corporation (“APC”) and a majority owned subsidiary of ARKO Corp., a Delaware corporation (the “Company”), together with certain of APC’s subsidiaries (collectively, “Buyer”), completed their previously reported acquisition of the assets, and the assumption of certain liabilities, comprising the business of U.S. Petroleum Partners, LLC, a vertically integrated fuel supply and distribution platform serving customers throughout the Great Lakes region (the “Acquired Business”), pursuant to an Asset Purchase Agreement, dated as of August 4, 2026 (the “Purchase Agreement”), entered into by and among Buyer and the seller parties thereto (collectively, “Seller”). The Acquired Business includes two fuel terminals in Novi, Michigan and Toledo, Ohio connected to the Buckeye Pipeline system, the right to supply fuel to approximately 400 dealer locations, as well as a vehicle fleet that currently transports more than 80% of the Acquired Business’ distributed fuel volumes. On the Closing Date, Buyer paid to Seller aggregate cash consideration equal to approximately $200 million plus the value of inventory on the Closing Date, and APC issued to Seller an aggregate of 2,018,245 shares of APC’s Class A common stock, par value $0.0001 (the “Consideration Shares”), valued at $30.0 million in accordance with the previously reported pricing terms contained in the Purchase Agreement. All of the Consideration Shares, together with all dividends paid on the Consideration Shares, will be held in escrow and will be delivered to Seller subject to the Acquired Business achieving certain EBITDA-based financial targets for the 12-month period ending December 31, 2027. APC funded the cash consideration through borrowings under its existing lines of credit. The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, which the Company previously filed as Exhibit 2.1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2026. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. The financial statements of the Acquired Business that are required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information. The pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit Description Number ──────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)