Kotler Arie 4

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.