22. Fair Value Measurements and Financial Instruments

The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e. observable inputs) and the lowest priority to data lacking transparency (i.e. unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels.

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2: Inputs to the valuation methodology include quoted market prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value adjustment.

The fair value of cash and cash equivalents, restricted cash, short-term investments, trade receivables, accounts payable and other current liabilities approximated their carrying values as of December 31, 2024 and 2023 primarily due to the short-term maturity of these instruments. Based on market trades of the Senior Notes close to year-end (Level 1 fair value measurement), the fair value of the Senior Notes was estimated at approximately $411.1 million and $391.8 million as of December 31, 2024 and 2023, respectively, compared to a gross carrying value of $450 million at both December 31, 2024 and 2023. The fair value of the other long-term debt approximated their respective carrying values as of December 31, 2024 and 2023 due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The fair value of fuel futures contracts was determined using NYMEX quoted values.

The Contingent Consideration from the Empire acquisition in 2020 is measured at fair value at the end of each reporting period and amounted to $3.7 million and $3.4 million as of December 31, 2024 and 2023, respectively. The fair value methodology for the Contingent Consideration liability is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. Approximately $(0.4) million, $(0.3) million and $0.3 million were recorded as a component of interest and other financial (expenses) income in the consolidated statements of operations for the change in the fair value of the contingent consideration for the years ended December 31, 2024, 2023 and 2022, respectively, and approximately $20.0 thousand, $0.6 million and $2.2 million of income were recorded as a component of other expenses, net in the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, respectively.

The Public Warrants (as defined in Note 10), of which approximately 14.8 million were outstanding as of December 31, 2024, are measured at fair value at the end of each reporting period and amounted to $6.7 million and $16.3 million as of December 31, 2024 and 2023, respectively. The fair value methodology for the Public Warrants is categorized as Level 1. Approximately $9.6 million, $9.6 million and $0.3 million were recorded as a component of interest and other financial income in the consolidated statements of operations for the change in the fair value of the Public Warrants for the years ended December 31, 2024, 2023 and 2022, respectively.

The Private Warrants (as defined in Note 10), of which approximately 2.5 million were outstanding as of December 31, 2024, are measured at fair value at the end of each reporting period and amounted to $1.0 million and $2.5 million as of December 31, 2024 and 2023, respectively. The fair value methodology for the Private Warrants is categorized as Level 2 because certain inputs to the

valuation methodology are unobservable and significant to the fair value adjustment. The Private Warrants have been recorded at fair value based on a Black-Scholes option pricing model with the following material assumptions based on observable and unobservable inputs:

For the change in the fair value of the Private Warrants, approximately $1.5 million, $2.0 million and $0.1 million were recorded as components of interest and other financial income in the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, respectively.

The Additional Deferred Shares (as defined in Note 17) are measured at fair value at the end of each reporting period and amounted to $1.1 million and $1.3 million as of December 31, 2024 and 2023, respectively. The fair value methodology for the Additional Deferred Shares is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Additional Deferred Shares have been recorded at fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs:

For the change in the fair value of the Additional Deferred Shares, approximately $0.2 million, $0.1 million and $0.1 million were recorded as components of interest and other financial income in the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, respectively.

Ares Put Option

On September 8, 2020, the Company entered into an agreement with Ares and certain of its affiliates (the “Ares Put Option”), which guaranteed Ares a value of approximately $27.3 million (including all dividend payments received by Ares) at the end of February 2023 for the shares of common stock that the Company issued in consideration for its acquisition in December 2020 of equity in GPM (the “Ares Shares”). The embedded derivative recorded for the Ares Put Option was evaluated under ASC 815, Derivatives and Hedging, and was determined to not be clearly and closely related to the host instrument. The embedded derivative (a put option) was classified as liability and measured at fair value. The fair value methodology for the Ares Put Option was categorized as Level 3 because inputs to the valuation methodology were unobservable and significant to the fair value adjustment. Approximately $(1.2) million and $0.3 million were recorded as components of interest and other financial (expenses) income in the consolidated statements of operations for the change in the fair value of the Ares Put Option for the years ended December 31, 2023 and 2022, respectively.

On April 3, 2023, the Company and Ares agreed that in lieu of the Company issuing to Ares additional shares of common stock in accordance with the Ares Put Option or purchasing the Ares Shares, Ares would retain the Ares Shares, and the Company would pay approximately $9.8 million in cash to Ares in full satisfaction of the Company’s obligations related to the Ares Put Option. The Company made this payment on April 14, 2023, and the Ares Put Option terminated.