8. Property and Equipment, Net

Depreciation expense was $93.3 million, $68.8 million and $60.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Standby Real Estate Program

On May 3, 2021, GPM entered into a standby real estate purchase, designation and lease program agreement (as amended, the “Program Agreement”) with Oak Street Real Estate Capital Net Lease Property Fund, LP (including its affiliates, “Oak Street”), which Program Agreement was amended on April 7, 2022, March 28, 2023, May 2, 2023, July 11, 2023, and January 19, 2024.

Pursuant to and subject to the terms of the Program Agreement, during the second year of its term, through September 30, 2024, Oak Street has agreed to purchase up to $1.5 billion of convenience store and gas station real property, cardlock locations and, subject to Oak Street’s consent, other types of real property that GPM or an affiliate thereof may acquire, including in connection with GPM’s acquisitions of businesses from third-parties (each, a “Property”). The $1.5 billion limit does not include the funding Oak Street provided for the WTG Acquisition as described in Note 4 or any prior funding provided by Oak Street.

Pursuant to the Program Agreement, upon any acquisition of a Property by Oak Street, or an affiliate thereof, GPM, or an affiliate thereof, would enter into a triple-net lease agreement with Oak Street or such affiliate pursuant to which GPM or such affiliate would lease such Property from Oak Street or such affiliate based upon commercial terms contained in the Program Agreement. The purchase price for any Property would similarly be subject to commercial terms agreed upon by GPM and Oak Street in the Program Agreement and if in connection with the acquisition of convenience stores and gas stations from third-parties, consistent with the agreed upon purchase price or designation rights with the seller of the real estate. During the program term, GPM may not sell or designate any Property pursuant to a sale-leaseback or similar transaction without first offering such Property to Oak Street in accordance with the terms and conditions of the Program Agreement. Certain Properties specified by GPM are not subject to the foregoing right of first offer, and the Program Agreement does not obligate GPM to sell any Property, or acquire any property from a third-party for purposes of its sale, to Oak Street or assign the right to acquire the third-party’s real estate to Oak Street, unless GPM elects, in its sole discretion, to enter into a sale-leaseback, designation or similar transaction governed by the Program Agreement.