---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-24-037603"
form_type: "8-K"
ticker: "ARKO"
cik: "0001823794"
company_name: "ARKO Corp."
filed_at: "2024-03-28T23:59:59+00:00"
generated_at: "2026-06-04T06:24:50.322981+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# ARKO settles $50M TEG deferred purchase price for $36.5M cash; repurchases shares at $5.66

## Summary
- ARKO repurchased 3,417,915 Installment Shares from Transit for $19.3M ($5.66/share) and paid $17.2M for the second installment, total $36.5M cash.
- Cash settlement funded via $36.5M borrowing under existing $800M credit line (amended March 25, 2024).
- Registration Rights Agreement terminated; Seller's indemnity obligations ended; transition services agreement extended.
- ARKO's subsidiary GPM Petroleum LP amended credit agreement to allow the borrowing and use of $36.5M for the settlement.

## SEC filing metadata
- accession: 0000950170-24-037603
- form_type: 8-K
- ticker: ARKO
- cik: 0001823794
- company_name: ARKO Corp.
- filed_at: 2024-03-28T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 1.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1823794/000095017024037603/0000950170-24-037603-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1823794/000095017024037603/arko-20240326.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-24-037603
- JSON: https://secwatch.observer/filing/0000950170-24-037603.json
- Plain text: https://secwatch.observer/filing/0000950170-24-037603.txt

## Key facts
- Material Agreements
  ARKO Corp. amended Amendment No. 2 to the Purchase Agreement with Transit Energy Group, LLC (Seller) and GPM Investments, LLC (Buyer) (effective 2024-03-26).
  - Action: amendment
  - Agreement: asset purchase
  - Counterparty: Transit Energy Group, LLC (Seller) and GPM Investments, LLC (Buyer)
  - Effective: 2024-03-26
  source text: On March 26, 2024, Buyer and Seller entered into Amendment No. 2 to the Purchase Agreement (the “Purchase Agreement Amendment”), pursuant to which, in full satisfaction of all Installment Payments, (i) ARKO repurchased the First Installment Shares from Transit for an aggregate purchase price of approximately $19.3 million in cash, or $5.66 per share, and (ii) and Buyer paid to Seller an additional amount in cash equal to approximately $17.2 million in satisfaction of the second Installment Payment, which would have otherwise been due on March 1, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823794/000095017024037603/0000950170-24-037603-index.htm
- Material Agreements
  ARKO Corp. terminated Registration Rights Agreement with ARKO and Transit (effective 2024-03-26).
  - Action: termination
  - Counterparty: ARKO and Transit
  - Effective: 2024-03-26
  source text: As disclosed in Item 1.01 of this Current Report on Form 8-K, pursuant to the Purchase Agreement Amendment, the Registration Rights Agreement terminated.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823794/000095017024037603/0000950170-24-037603-index.htm
- Material Agreements
  ARKO Corp. amended Credit Agreement Amendment with GPMP, the Administrative Agent and the guarantors and lenders party thereto (effective 2024-03-26).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: GPMP, the Administrative Agent and the guarantors and lenders party thereto
  - Effective: 2024-03-26
  source text: On March 26, 2024, GPMP, the Administrative Agent and the guarantors and lenders party thereto entered into an amendment to the Credit Agreement (the “Credit Agreement Amendment”), which facilitated the borrowing and use of up to $36.5 million of the existing line of credit under the Credit Agreement for the settlement of the Installment Payments as provided for in the Purchase Agreement Amendment.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823794/000095017024037603/0000950170-24-037603-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.