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7-Eleven, Inc. 3200 Hackberry Road Irving, Texas 75063 Attn: General Counsel Email: [email protected] Tel

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7-Eleven, Inc. 3200 Hackberry Road Irving, Texas 75063 Attn: General Counsel Email: Legal@7-11.Com Tel PRELIMINARY CONFIDENTIAL OFFERING CIRCULAR Subject to Completion, dated January 25, 2021 $10,950,000,000 ering circular ted. 7-Eleven, Inc. $ Floating Rate Senior Notes due 2022 $ % Senior Notes due 2023 $ % Senior Notes due 2024 $ % Senior Notes due 2026 $ % Senior Notes due 2028 $ % Senior Notes due 2031 $ % Senior Notes due 2041 $ % Senior Notes due 2051 This is an offering by 7-Eleven, Inc. (“7-Eleven”) of floating rate senior notes due 2022 (the “Floating Rate Notes”), % senior notes due 2023 (the “2023 Notes”), % senior notes due 2024 (the “2024 Notes”), % senior notes due 2026 (the “2026 Notes”), % senior notes due 2028 (the “2028 Notes”), % senior notes due 2031 (the “2031 Notes”), % senior notes due 2041 (the “2041 Notes”), and % senior notes due 2051 (the “2051 Notes” and, together with the Floating Rate Notes, the 2023 Notes, the 2024 Notes, the 2026 Notes, the 2028 Notes, the 2031 Notes and the 2041 Notes, the “notes”). We refer to the 2023 Notes, the 2024 Notes, the 2026 Notes, the 2028 Notes, the 2031 Notes, the 2041 Notes and the 2051 Notes as the “Fixed Rate Notes.” The Floating Rate Notes will bear interest at a rate per annum equal to LIBOR (as defined herein) for the applicable interest period plus % ( basis points). The 2023 Notes will bear interest at a rate per annum of %. The 2024 Notes will bear interest at a rate per annum of %. The 2026 Notes will bear interestata rate per annum of %. The 2028 Notes will bear interest at a rate per annum of %. The 2031 Notes will bear interest at a rate per annum of %. The 2041 Notes will bear interest at a rate per annum of %. The 2051 Notes will bear interest at a rate per annum of %. Interest on the Fixed Rate Notes will be paid semi-annuallyin arrears on and of each year, beginning on , 2021. Interest on the Floating Rate Notes will be paid quarterly on , , and of each year, beginning on , 2021. The Floating Rate Notes will mature on , 2022. The 2023 Notes will mature on , 2023. The 2024 Notes will mature on , 2024. The 2026 Notes will mature on , 2026. The 2028 Notes will mature on , 2028. The 2031 Notes will mature on , 2031. The 2041 Notes will mature on , 2041. The 2051 Notes will mature on , 2051. On August 2, 2020, we entered into a purchase and sale agreement (as amended, the “Purchase Agreement”), with Marathon Petroleum Corporation, a Delaware corporation (“MPC”), and certain of MPC’s subsidiaries set forth therein (collectively, the “Sellers”). Upon the terms and subject to the conditions set forth in the Purchase Agreement, 7-Eleven will acquire the assets and liabilities constituting MPC’s convenience store business, including the sale of transportation fuel and the operation of convenience stores (the “Speedway Business”) from MPC (the “Acquisition”). The net proceeds from the offering of the notes, together with borrowings under the Delayed Draw Term Loan Facilities and the Equity Contribution (each as defined herein), will be used to finance the Acquisition and to pay fees and expenses incurred in connection with the Acquisition, the Delayed Draw Term Loan Facilities, the Revolving Credit Facility (as defined herein) and the other transactions contemplated in connection therewith. This offering is not contingent on the consummation of the Acquisition. See “Use of Proceeds.” IfwedonotcompletetheAcquisitiononorbeforetheOutsideDate(asdefined herein) (or such later date to which the Outside Date is extended pursuant to the terms of the Purchase Agreement or by agreement between 7-Eleven and MPC) (the “special redemption deadline”), or if, prior to the special redemption deadline, the Purchase Agreement is terminated, we must redeem all of the outstanding notes at a special redemption price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest from, and including, the date of initial issuance (or the most recent interest payment date to which interest has been paid, whichever is later) to, but excluding, the special redemption date. We refer to such redemption as a “Special Redemption.” There is no escrow account for or security interest in the proceeds of this offering for the benefit of holders of the notes. See “Description of Notes—Special Mandatory Redemption of the Notes.” We may redeem the notes, at any time in whole or from time to time in part, at the redemption prices described in this offering circular. If a change of control triggering event as described in this offering circular occurs with respect to the notes, unless we have defeased the notes as described in the indenture governing the notes or we have exercised our option to redeem the notes, we will be required to offer to repurchase the notes at a repurchase price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest to, but excluding, the date of repurchase. The notes will be unsecured, unsubordinated debt obligations of 7-Eleven and will rank equally in right of payment with all other unsecured and unsubordinated indebtedness of 7-Eleven from time to time outstanding. The notes will be structurally subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations of 7-Eleven’s subsidiaries. The notes will be effectively subordinated in right of payment to all future secured indebtedness of 7-Eleven to the extent of the value of the assets securing such indebtedness. The notes will not be listed on any securities exchange. We do not intend to file an exchange offer registration statement with respect to the notes. Neither Seven & i Holdings Co., Ltd., 7-Eleven’s ultimate parent, nor any of 7-Eleven’s operating subsidiaries has any implied or express obligations under the notes. Moreover, neither Seven & i Holdings Co., Ltd., nor any of 7-Eleven’s operating subsidiaries, has guaranteed any obligation of 7-Eleven under the notes. Because the notes are not guaranteed by Seven & i Holdings Co., Ltd. or any of 7-Eleven’s operating subsidiaries, you will be required to look only to 7-Eleven to satisfy obligations under the notes. Investing in the notes involves risks. Please read the “Risk Factors” section beginning on page 41 of this offering circular. Offering Price per Floating Rate Note: % Offering Price per 2023 Note: % Offering Price per 2024 Note: % Offering Price per 2026 Note: % Offering Price per 2028 Note: % Offering Price per 2031 Note: % Offering Price per 2041 Note: % Offering Price per 2051 Note: % plus accrued interest, if any, from , 2021 Neither the Securities and Exchange Commission (the “SEC”) nor any state or other securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this offering circular. Any representation to the contrary is a criminal offense. We expect that delivery of the notes will be made to investors in book-entry form through the facilities of The Depository Trust Company for the account of its participants, including Clearstream Banking, S.A. and Euroclear Bank, S.A./N.V., on or about , 2021. The notes will not be listed on any securities exchange. Currently, there is no public market for the notes. The notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. 7-Eleven is offering the notes only to persons reasonably believed to be “qualified institutional buyers” as defined in and pursuant to Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. You are hereby notified that sellers of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain information about eligible offerees and restrictions on transfers of the notes, see “Transfer Restrictions” and “Plan of Distribution.” The notes will not be entitled to any registration rights, and 7-Eleven will not be required to complete a registered exchange offer or shelf registration or prospectus with respect to the notes. Joint Book-Running Managers Credit Suisse SMBC Nikko BofA Securities Citigroup J.P. Morgan Mizuho Securities MUFG Nomura Scotiabank Wells Fargo Securities Co-Manager US Bancorp The date of this confidential offering circular is , 2021 is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permit The information contained in this preliminary confidential offering circular is not complete and may be changed. This preliminary confidential off TABLE OF CONTENTS Page Page NOTICE TO INVESTORS .................... i MANAGEMENT’S DISCUSSION AND ANALYSIS AVAILABLE INFORMATION ................. iii OF FINANCIAL CONDITION AND RESULTS NO SEC REVIEW.......................... iii OF OPERATIONS OF 7-ELEVEN ............ 94 BASIS OF PRESENTATION .................. iv MANAGEMENT’S DISCUSSION AND ANALYSIS USE OF NON-GAAP FINANCIAL OF FINANCIAL CONDITION AND RESULTS INFORMATION .......................... v OF OPERATIONS OF THE SPEEDWAY MARKET AND INDUSTRY DATA ............. vi BUSINESS .............................. 121 TRADEMARKS ............................ vii BUSINESS OF 7-ELEVEN.................... 137 CAUTIONARY NOTE REGARDING FORWARD- BUSINESS OF SPEEDWAY................... 159 LOOKING STATEMENTS.................. vii MANAGEMENT............................ 174 SUMMARY ............................... 1 THE TRANSACTIONS....................... 177 RISK FACTORS...........................
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