Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on May 3, 2021, GPM Investments, LLC, a Delaware limited liability company (including its affiliates, "GPM") and a subsidiary of ARKO Corp., a Delaware corporation (the "Company"), entered into a Standby Real Estate Purchase, Designation and Lease Program agreement (as amended, the "Program Agreement") with Blue Owl Real Estate Fund VI OP LP (f/k/a Oak Street Real Estate Capital Fund VI OP, LP) and certain of its affiliates (collectively, "Blue Owl"). Subject to the terms of the Program Agreement, Blue Owl had agreed to purchase up to $1.5 billion of convenience store and gas station real property, cardlock fuel stations and, subject to Blue Owl's reasonable approval, other types/classifications of real property that GPM may acquire, including in connection with purchase agreements that GPM may from time to time enter into to acquire the foregoing from third parties. Following any such purchase, GPM would enter into one or more triple-net lease agreements with Blue Owl, pursuant to which GPM would lease such properties from Blue Owl based upon commercial terms contained in the Program Agreement. The term of the Program Agreement had been scheduled to expire on September 30, 2024.

On September 30, 2024, GPM and Blue Owl entered into a sixth amendment to the Program Agreement (the "Sixth Amendment"), which, among other things, (i) extended the term of the Program Agreement and Blue Owl's exclusivity thereunder through September 30, 2025, subject to certain early termination events (the "Exclusivity Period") and (ii) provides for up to $1.0 billion of capacity under the Program Agreement from May 2, 2023 through the expiration of the Exclusivity Period, subject to reduction for any amounts Blue Owl funds to GPM in connection with certain other projects that may be entered into between Blue Owl and GPM. The other material terms of the Program Agreement remained substantially unchanged.

The foregoing description of the Sixth Amendment is only a summary and is qualified in its entirety by reference to the full text of the Sixth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.