Kotler Arie 4
4 · ARKO Corp. · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
ARKO 10% Owner Arie Kotler Receives Awards, Sells Shares for Taxes
What Happened Arie Kotler, reported as a 10% owner of ARKO Corp. (ARKO), was granted stock awards and converted/ exercised related derivatives, and surrendered shares to cover tax liabilities. On Feb 27, 2026 Kotler was recorded as acquiring awards of 186,959 shares and 410,503 derivative units (both $0.00 per share). On Mar 1, 2026 Kotler had an exercise/conversion of 69,581 derivative shares. To satisfy tax withholding obligations, Kotler disposed/surrendered a total of 62,469 shares (45,525 + 16,944) at $6.43 per share, totaling $401,676.
Key Details
- Transaction dates: awards recorded 2026-02-27; exercise/conversion on 2026-03-01; tax-withholding disposals on 2026-02-27 and 2026-03-01 as reported.
- Tax withholding: 62,469 shares surrendered at $6.43 each to cover tax liability — proceeds/withholding = $292,726 and $108,950 (total $401,676).
- Award/Exercise prices: awards and exercises listed at $0.00 per share (no cash paid for those grants/conversions in the filing).
- Ownership reporting: Kotler is a 10% owner; certain shares are held by KMG Realty LLC, of which Kotler is sole member and beneficiary (per footnote).
- Vesting/performance notes: some grants are PSUs/RSUs subject to performance and multi-year vesting schedules (grants from March 2023 and RSU vesting commencing in 2025 or 2027 per footnotes).
- Shares owned after transactions: not specified in the provided filing excerpt.
- Filing timeliness: Form 4 filed 2026-03-03 covering transactions on 2026-02-27 and 2026-03-01—no late filing flag indicated.
Context
- The disposals are coded as "F" (payment of exercise price or tax liability), which typically indicates shares were withheld or surrendered to satisfy tax withholding rather than open-market sales; this is a routine administrative step following awards or exercises.
- Several entries are derivative-related (exercise/conversion of derivatives and awards of PSUs/RSUs). That means Kotler converted awards into common shares, with some shares withheld for taxes.
- As a 10% owner reporting via an entity (KMG Realty LLC), these transactions reflect insider ownership adjustments and tax settlements rather than an open-market buy/sell signal about company prospects.
Insider Transaction Report
- Award
Common Stock, par value $0.0001 per share
[F1]2026-02-27+186,959→ 12,222,945 total - Tax Payment
Common Stock, par value $0.0001 per share
2026-02-27$6.43/sh−45,525$292,726→ 12,177,420 total - Exercise/Conversion
Common Stock, par value $0.0001 per share
[F2]2026-03-01+69,581→ 12,247,001 total - Tax Payment
Common Stock, par value $0.0001 per share
2026-03-01$6.43/sh−16,944$108,950→ 12,230,057 total - Award
Restricted Stock Units
[F2][F4]2026-02-27+410,503→ 410,503 total→ Common Stock, par value $0.0001 per share (410,503 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F5]2026-03-01−69,581→ 69,580 total→ Common Stock, par value $0.0001 per share (69,581 underlying)
- 9,452,636(indirect: See footnote)
Common Stock, par value $0.0001 per share
[F3]
Footnotes (5)
- [F1]On March 2, 2023, the reporting person was granted performance stock units, each providing for the right to receive one share of common stock, $0.0001 par value per share ("common stock"), of ARKO Corp. (the "Company"), subject to satisfaction of certain performance criteria.
- [F2]Restricted stock units ("RSUs") provide for the right to receive one share of common stock of the Company on a one-for-one basis.
- [F3]These shares of the Company's common stock are held by KMG Realty LLC, of which the reporting person is the sole member and the sole and exclusive beneficiary.
- [F4]The RSUs will vest and convert into shares of common stock in three equal annual installments commencing on March 1, 2027, subject to the reporting person's continued employment or service through the vesting date.
- [F5]The RSUs vest and convert into shares of common stock in three equal annual installments commencing on March 1, 2025, subject to the reporting person's continued employment or service through the vesting date, with certain accelerated vesting upon termination of employment.