12. Related Party Transactions

Contribution Agreement

On February 12, 2026, ARKO Parent entered into a contribution agreement with the Company (the “Contribution Agreement”), pursuant to which ARKO Parent contributed its equity interests in GPME, GPM RE LP, GPMP and GPMP’s general partner to the Company, as described in Note 1.

Fuel Distribution Agreements – as of December 31, 2025 and through the IPO

Fuel Distribution Agreement – subsequent to the IPO

On February 13, 2026, the Company entered into a third amended, restated and consolidated fuel distribution agreement (the “Fuel Distribution Agreement”) with ARKO Parent and certain of its subsidiaries. The Fuel Distribution Agreement regulates the terms and conditions regarding the purchase, sale and exclusive distribution of branded and unbranded gasoline (all grades), diesel fuel, ethanol, biodiesel and kerosene (the “Products”) for the convenience stores and gasoline facilities operated by ARKO Parent and its applicable subsidiaries (the “Stations”).

The Fuel Distribution Agreement requires ARKO Parent to exclusively source from the Company all of its fuel requirements for the Stations, subject to certain limited exceptions, such as pre-existing supply contracts, governmental allocation restrictions, or circumstances outside of ARKO Parent’s control. The Fuel Distribution Agreement establishes pricing based on the applicable rack price plus a fixed adder, together with applicable taxes, fees and surcharges. Under the Fuel Distribution Agreement, the Company agreed to be the exclusive supplier of Products for the Stations for a period of ten years, subject to earlier termination under certain circumstances, including termination if ARKO Parent sells all or substantially all of its business and the party that acquires ARKO Parent’s business does not assume the Fuel Distribution Agreement, subject to ARKO Parent paying liquidated damages.

Additionally, the Fuel Distribution Agreement also governs the circumstances under which stations may be removed from the exclusive supplier arrangement, such as station closures, lease expirations or sales to non-affiliates, subject to certain conditions as set forth in the Fuel Distribution Agreement, and the conditions under which the Company or ARKO Parent may replace branded fuel products, at the cost of the initiating party. In addition, the Fuel Distribution Agreement requires ARKO Parent to market and sell branded fuel sold by the Company in accordance with certain brand standards and governs the non-exclusive license granted by the Company, with consent of the branded fuel suppliers, to ARKO Parent.

Omnibus Agreement

As of December 31, 2025, the Company was party to an omnibus agreement with ARKO Parent dated January 12, 2016, as amended on April 18, 2023 (the “Original Omnibus Agreement”), pursuant to which, among other things the Company received: (i) an initial 10-year right of first offer, extended until May 15, 2028, to purchase the right to distribute fuel to ARKO Parent for newly acquired convenience stores at a negotiated rate; and (ii) an initial 10-year right, extended until May 15, 2028, to participate in transactions with ARKO Parent to acquire any distribution contracts and to negotiate the fuel supply terms for distributing fuel to

ARKO Parent for any convenience stores, independent or lessee dealers, or consignment locations included in a potential acquisition under consideration by ARKO Parent, to the extent the Company is able to reach an agreement on terms. In addition, the Original Omnibus Agreement provided that the Company was obligated to distribute any volumes for stores that ARKO Parent acquires in the future, either at a negotiated rate pursuant to the right of first offer to purchase fuel distribution rights or the alternate fuel sales rate, as described in the Original Omnibus Agreement.

On February 13, 2026, the Company entered into an amended and restated omnibus agreement with ARKO Parent (the “Omnibus Agreement”), which provides that, until the expiration or earlier termination of the Fuel Distribution Agreement, the Company’s subsidiaries will be the exclusive distributors of motor fuel volumes required by ARKO Parent and its affiliates, subject to limited exceptions as described in the Fuel Distribution Agreement. The Omnibus Agreement also governs acquisition and other accretive opportunities and how they will be allocated among the parties. If opportunities arise for either the Company or ARKO Parent to acquire convenience stores, wholesale motor fuel distribution contracts, dealer or consignment locations, fleet fueling locations, or related fuel distribution assets, ARKO Parent will be offered the opportunity to acquire the convenience store businesses, while the Company will be offered the opportunity to acquire wholesale, fleet fueling and supply-related businesses, at a purchase price that the parties negotiate in good faith.

The Omnibus Agreement may be terminated by either party if the other commits a material default that is not cured within 30 days of written notice.

Leases and Sublease arrangements

The Company and ARKO Parent are jointly and severally liable for the obligations under lease agreements under which the Company is also a tenant as described in Note 4.

In connection with the IPO, there are various agreements among the Company, ARKO Parent and its related entities, pursuant to which the Company leases certain of its sites from third parties, subleases from ARKO Parent, or acts as cotenant with ARKO Parent under master leases. An assignment, assumption, master sublease and bill of sale agreement assigns current subleases with operations from ARKO Parent to the Company, contains a bill of sale for the equipment moved from ARKO Parent to the Company, and subleases properties from ARKO Parent to the Company for sites already dealerized. There are also lease agreements, for single site or multi-site leases, each related to Company-owned real property, wherein the Company leases the properties to ARKO Parent. Additionally, there will be sublease agreements for single site deals between ARKO Parent as sublessor and the Company as sublessee relating to leased sites that will be dealerized in the future. Such lease/sublease agreements provide that if more than one person or entity (e.g., shareholders or partners) constitute or comprise lessee or sublessee under such agreements, the obligations of lessee or sublessee, as applicable, shall be joint and several. Additionally, upon a default, the lessor/sublessor may terminate the applicable lease or sublease, reenter and repossess the premises that are the subject of such agreement and lease to any other person, or exercise any other rights and remedies available to it. All of the foregoing agreements contain general indemnity obligations of the parties thereto and are governed by the laws of the state in which the relevant property subject to the agreement is located.

ARKO Parent Notes

On February 13, 2026, the Company entered into the ARKO Parent Notes in an aggregate principal amount of $14.9 million, which equaled to the portion of the debt under the M&T Credit Agreement attributable to the Business, as described in Note 3.

Management Services Agreement

On February 13, 2026, the Company entered into a management services agreement with ARKO Parent (the “Management Services Agreement”), pursuant to which ARKO Parent provides certain administrative services to the Company, including support in the areas of operations, human resources, payroll and benefits administration, financing and accounting, financial and public company reporting, information technology, legal, real estate management, executive services and general administrative services. Under the Management Services Agreement, the Company will pay fees to ARKO Parent based on allocations or a flat fee, subject to periodic adjustments. The Company will also reimburse ARKO Parent for reasonable out-of-pocket expenses incurred in providing the services, including costs of licenses, insurance, taxes, audit fees, compliance costs and expenses associated with the Company’s status as a public company. The fees incurred under the Management Services Agreement were approximately $1.4 million for the period from February 1, 2026 through March 31, 2026, and was included in general and administrative expenses on the condensed consolidated statements of operation.

The Management Services Agreement remains in effect until terminated by mutual consent of the parties, upon a change of control of the Company, upon failure to pay undisputed fees or a material breach, subject to cure periods, or if a service provided by ARKO Parent is no longer required by the Company.

Employee and Intercompany Matters Agreement

On February 13, 2026, the Company entered into an Employee and Intercompany Matters Agreement (the “Employee and Intercompany Matters Agreement”) with ARKO Parent and its subsidiaries, which governs the allocation of employee benefit and compensation plans, and certain shared obligations between the Company and its affiliates.

The Employee and Intercompany Matters Agreement provides for ARKO Parent’s continued participation of the Company’s employees in 401(k), non-qualified deferred compensation plan, health and welfare and other benefit plans until such time as the Company may establish such plans, provided that any such plan the Company establishes will assume the liabilities with respect to its eligible employees under the analogous ARKO Parent plan and the Company shall provide such employees with the same benefits as provided by, or accrued under, such ARKO Parent plan. Outstanding and future equity awards to the Company’s employees under ARKO Parent’s equity incentive plans will continue to vest, if at all, pursuant to their terms, until such time as the Company and the ARKO Parent Board and related compensation committees agree that such awards shall be converted to awards under the Company’s equity incentive plans. The Employee and Intercompany Matters Agreement also provides for the assumption of liabilities relating to the Company’s employees and former employees, and the allocation of costs associated with payroll taxes, workers’ compensation and employee programs.

For so long as ARKO Parent or its affiliates own more than 50% of the Company’s outstanding equity, the Employee and Intercompany Matters Agreement provides the Company shall continue to be covered by ARKO Parent insurance policies, except with respect to the Company’s directors and officers insurance, and the Company may seek recoveries thereunder, provided that the Company does not prejudice or limit ARKO Parent’s recovery under such policies for its own claims. To the extent (i) any self-insured retention or deductible must be shared because a claim relates to both ARKO Parent and the Company or (ii) the applicable policy maximum is reached in any policy year, the Company’s Conflicts Committee and ARKO Parent shall negotiate in good faith to determine a fair and equitable allocation. The Employee and Intercompany Matters Agreement also governs the allocation of indemnity obligations with respect to officers and directors of both entities, confidentiality and legal privilege matters, cooperation in litigation, and covenants with respect to compliance with the terms of the indenture governing the Senior Notes, including the Company’s obligation not to utilize any of the “baskets” therein without ARKO Parent’s consent, ARKO Parent’s agreement to indemnify the Company from any and all payment obligations arising thereunder and reimburse the Company for any amounts which the Company remit to the trustee thereunder.

In addition, the Employee and Intercompany Matters Agreement grants the Company and its subsidiaries a non-transferable, non-exclusive, royalty-free license to use the “GPM” name and related marks. Ownership of the name and marks remains with ARKO Parent, and the Company’s use must comply with ARKO Parent’s quality standards. This license terminates upon the termination of the Employee and Intercompany Matters Agreement.

The Employee and Intercompany Matters Agreement may be terminated only by mutual consent of all parties, except that upon a change of control of the Company or ARKO Parent, one party may terminate the agreement upon no fewer than 60 days’ prior written notice to the other party.

Tax Matters Agreement

On February 13, 2026, the Company and ARKO Parent entered into a Tax Matters Agreement (the “Tax Matters Agreement”) which governs the Company’s and ARKO Parent’s respective rights, responsibilities and obligations with respect to certain tax matters (including tax liabilities (including responsibility and potential indemnification obligations for taxes attributable to the Company’s business and taxes arising, under certain circumstances, in connection with the transfer of shares of the Company’s common stock by means of a pro rata distribution by ARKO Parent to its stockholders, if pursued), tax attributes, tax contests and tax returns (including the Company inclusion in the U.S. federal consolidated group tax return, and certain other combined or similar group tax returns, with ARKO Parent during such time as the minimum ownership requirements are met, and the Company’s continuing joint and several liability with ARKO Parent for such tax returns)).

Registration Rights Agreement

On February 13, 2026, the Company entered into a registration rights agreement with ARKO Corp. (the “Registration Rights Agreement”), which provides ARKO Parent with the following demand, shelf and piggyback registration rights with respect to the registration under the Securities Act of 1933, as amended, of the shares of Class A common stock issuable upon conversion of the Class B common stock owned by ARKO Parent and its affiliates: (i) ARKO Parent and its affiliates (other than the Company) will have the right to cause the Company to effect an unlimited number of demand registrations, subject to certain customary restrictions, which demand registrations may take the form of a shelf registration; (ii) once the Company is eligible to do so, ARKO Parent and its affiliates will have the right to cause the Company to file and have declared effective a shelf registration statement on Form S-3 with respect to all of the shares of Class A common stock issuable upon conversion of the Class B common stock; and (iii) ARKO Parent and its affiliates will have the right to participate in certain registered offerings by the Company of its securities.

The Registration Rights Agreement contains customary provisions relating to cooperation with the registration process, black-out periods and customary securities law indemnity provisions in favor of ARKO Parent. With certain customary exceptions, the Company will be required to bear all registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration of shares pursuant to the Registration Rights Agreement.

ARKO Parent’s Net Investment

Prior to the IPO, ARKO Parent used a centralized approach to cash management and financing of its operations. Financial transactions relating to the Business were accounted for through ARKO Parent’s net investment account until the IPO, except for the Capital One Line of Credit and certain M&T Bank financing attributable to the Business. ARKO Parent’s net investment represented ARKO Parent’s interest in the recorded net assets of the Business. All significant transactions between the Business and ARKO Parent have been included in the interim financial statements in the periods prior to the IPO.

Transactions with ARKO Parent Prior to the IPO

Transactions between the Business and ARKO Parent have been included in the interim financial statements and prior to the IPO, were forgiven at the time the respective transactions were recorded. Prior to the IPO, the total net effect of the settlement of these transactions with ARKO Parent was reflected in the condensed consolidated statements of cash flows as a financing activity and in the condensed consolidated balance sheets as ARKO Parent’s net investment. Prior to the IPO, the components of the net transfers to ARKO Parent were as follows:

Allocation of ARKO Parent Depreciation Expenses

The depreciation expenses included in the condensed consolidated statements of operations for the periods prior to the IPO included an allocation of depreciation for certain locations’ property and equipment owned by ARKO Parent. These expenses have been allocated to the Business on the basis of usage based on specific site allocation.

Allocation of General and Administrative Expenses

The general and administrative expenses included in the condensed consolidated statements of operations for the periods prior to the IPO included an allocation for certain ARKO Parent expenses and shared service functions provided by ARKO Parent. These expenses were allocated to the Business on the basis of estimated usage based on allocation methodologies which include, but were not limited to, total revenues and number of employees. Costs related to being a publicly traded company were not included in the cost allocation.

The Company’s management believes the assumptions regarding the allocation of general and administrative expense from ARKO Parent were and are reasonable. Nevertheless, the interim financial statements does not include the actual expenses that would have been incurred had the Business operated as a standalone public company during the three months ended March 31, 2026 and 2025. Actual costs that would have been incurred if the Business had operated as a standalone public company would depend on multiple factors, including, but not limited to, organizational structure and strategic decisions made in various areas, including information technology and infrastructure and therefore, would result in costs that vary from the allocation in the interim financial statements.