ARKO Corp. and ARKO Petroleum Corp. Announce Pricing of ARKO Petroleum Corp.’s Initial Public Offering

Rhea-AI Summary

ARKO Corp (Nasdaq: ARKO) and subsidiary ARKO Petroleum Corp (Nasdaq: APC) priced APC’s initial public offering of 11,111,111 Class A shares at $18.00 per share, with a 30‑day underwriter option for an additional 1,666,666 shares.

APC is expected to begin trading on Feb 12, 2026 and the IPO is expected to close on Feb 13, 2026. Upon closing, ARKO would hold 35,000,000 Class B shares, representing 75.9% economic interest and 94.0% combined voting power (or 73.3%/93.2% if over‑allotment exercised).

Positive

• Gross IPO proceeds of approximately $200 million
• APC approved to list on Nasdaq (APC) beginning Feb 12, 2026
• ARKO retains controlling voting stake at 94.0% post‑IPO

Negative

• Public float limited to 11,111,111 Class A shares, which may constrain liquidity
• ARKO economic interest may dilute to 73.3% if underwriter over‑allotment is exercised
• Public shareholders will hold a small share of combined voting power (6% or less)

News Market Reaction – ARKO

-2.54%

1 alert

-2.54% News Effect

On the day this news was published, ARKO declined 2.54%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

IPO shares offered: 11,111,111 shares IPO price: $18.00 per share Over-allotment option: 1,666,666 shares +5 more

8 metrics

IPO shares offered 11,111,111 shares APC Class A common stock in IPO

IPO price $18.00 per share APC Class A IPO pricing

Over-allotment option 1,666,666 shares Additional APC Class A shares for underwriters

ARKO APC Class B stake 35,000,000 shares Class B common stock held upon IPO completion

Economic interest post-IPO 75.9% ARKO economic interest in APC after IPO (no over-allotment)

Voting power post-IPO 94.0% ARKO combined voting power in APC (no over-allotment)

Economic interest with option 73.3% If underwriters fully exercise over-allotment option

Voting power with option 93.2% If underwriters fully exercise over-allotment option

Market Reality Check

Price: $6.07 Vol: Volume 595,314 vs 20-day ...

normal vol

$6.07 Last Close

Volume Volume 595,314 vs 20-day average 525,658 ahead of subsidiary IPO pricing. normal

Technical Shares trading above 200-day MA with price 6.30 vs MA 4.68.

Peers on Argus

ARKO fell 1.87% while only one peer (HTLM) appeared in momentum scans, up 16.01%...

1 Up

ARKO fell 1.87% while only one peer (HTLM) appeared in momentum scans, up 16.01% without news, suggesting a stock-specific setup around the APC IPO pricing.

Previous IPO,offering Reports

2 past events · Latest: Feb 03 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Feb 03	APC IPO roadshow	Positive	+11.8%	Launched APC IPO roadshow seeking to raise about $200 million.
Dec 19	APC S-1 filing	Positive	-2.2%	Filed S-1 registration statement for proposed APC initial public offering.

Pattern Detected

Past APC IPO/offering milestones produced mixed reactions, with one strong positive move and one modest decline, indicating varying market responses to this spin-related process.

Recent Company History

In the past months, ARKO advanced a multi-step IPO process for its subsidiary ARKO Petroleum Corp. On Dec 19, 2025, it filed an S-1 for APC’s proposed IPO, which saw a -2.18% move. On Feb 3, 2026, ARKO announced the APC roadshow and targeted raise, and shares rose 11.79%. Today’s pricing announcement continues this sequence of APC-related milestones, following earlier groundwork on structure and marketing of the offering.

Historical Comparison

+4.8% avg move · Past APC IPO/offering updates (2 events) saw an average move of 4.8%, showing moderate, mixed reacti...

IPO,offering

+4.8%

Average Historical Move IPO,offering

Past APC IPO/offering updates (2 events) saw an average move of 4.8%, showing moderate, mixed reactions as the transaction advanced from filing toward execution.

News flow shows a progression for ARKO Petroleum Corp. from S-1 filing to IPO roadshow and now formal IPO pricing and listing plans.

Market Pulse Summary

This announcement finalizes key terms for ARKO’s subsidiary ARKO Petroleum Corp., including 11,111,1...

Analysis

This announcement finalizes key terms for ARKO’s subsidiary ARKO Petroleum Corp., including 11,111,111 Class A shares at $18.00 per share and a potential over-allotment. It follows earlier S-1 filing and roadshow news that drew varied price reactions. Investors may focus on ARKO’s retained economic and voting stakes, APC’s listing and trading debut, and how future disclosures clarify the subsidiary’s standalone performance.

Key Terms

initial public offering, over-allotments, nasdaq capital market, form s-1, +2 more

6 terms

initial public offering financial

"today announced the pricing of APC’s initial public offering (the “IPO”) of 11,111,111"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

over-allotments financial

"option to purchase up to an additional 1,666,666 shares ... to cover over-allotments, if any"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

nasdaq capital market regulatory

"approved for listing on the Nasdaq Capital Market (“Nasdaq”) under the symbol “APC”"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

form s-1 regulatory

"A registration statement on Form S-1 relating to these securities was declared effective"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

registration statement regulatory

"A registration statement on Form S-1 relating to these securities was declared effective"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"The IPO is being made only by means of a prospectus. A copy of the final prospectus"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

RICHMOND, Va., Feb. 11, 2026 (GLOBE NEWSWIRE) -- ARKO Corp. (Nasdaq: ARKO) (“ARKO”) and ARKO Petroleum Corp., a subsidiary of ARKO (“APC”), today announced the pricing of APC’s initial public offering (the “IPO”) of 11,111,111 shares of its Class A common stock at a price to the public at $18.00 per share (the “IPO Price”). In addition, APC has granted the underwriters a 30-day option to purchase up to an additional 1,666,666 shares of APC’s Class A common stock to cover over-allotments, if any, at the IPO Price, less underwriting discounts and commissions. APC’s Class A common stock has been approved for listing on the Nasdaq Capital Market (“Nasdaq”) under the symbol “APC” and is expected to begin trading on February 12, 2026. The IPO is expected to close on February 13, 2026, subject to customary closing conditions.

Upon the completion of the IPO, ARKO is expected to own 35,000,000 shares of APC's Class B common stock, representing 75.9% of the economic interests in APC and 94.0% of the combined voting power of APC’s Class A common stock and Class B common stock (or 73.3% of the economic interests in APC and 93.2% of the combined voting power if the underwriters exercise their over-allotment).

UBS Investment Bank, Raymond James and Stifel are serving as lead book-running managers in the IPO. Mizuho and Capital One Securities are also acting as joint book-running managers in the IPO.

A registration statement on Form S-1 relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on February 11, 2026. Copies of the registration statement can be accessed through the Commission’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The IPO is being made only by means of a prospectus. A copy of the final prospectus related to the IPO may be obtained from UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, New York 10010, by telephone at (888) 827-7275 or by email at ol-prospectus-request@ubs.com; Raymond James & Associates, Inc., Attention: Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716, by telephone at (800) 248-8863 or by email at prospectus@raymondjames.com; or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate Department, 1201 Wills Street, Suite 600 Baltimore, MD 21231, by telephone at (855) 300-7136 or by email at syndprospectus@stifel.com.

About ARKO Corp.

ARKO Corp. (Nasdaq: ARKO) is a Fortune 500 company that is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Based in Richmond, VA, ARKO operates in four reportable segments: retail, which includes convenience stores selling merchandise and fuel products to retail customers through our highly recognizable Family of Community Brands that offers delicious, prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands; wholesale, which supplies fuel to independent dealers and consignment agents; fleet fueling, which includes the operation of proprietary and third-party cardlock locations, and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites; and GPM Petroleum, which sells and supplies fuel to our retail and wholesale sites and charges a fixed fee, primarily to our fleet fueling sites.

About ARKO Petroleum Corp.

ARKO Petroleum Corp. is a growth-oriented, fuel distribution company and one of the largest wholesale fuel distributors by gallons in North America, supplying customers in more than 30 states across the Mid-Atlantic, Midwestern, Northeastern, Southeastern, and Southwestern United States.

Forward-Looking Statements

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the expected closing of the IPO, whether the underwriters will exercise their over-allotment option and the expectations relating to the commencement of trading of APC’s Class A common stock on Nasdaq. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. There is no assurance that the IPO of APC will close and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein, including without limitation, the satisfaction of customary closing conditions relating to the IPO, capital market risks and the impact of general economic, industry or financial conditions. Detailed information about these factors and additional important factors can be found in APC’s prospectus relating to the IPO and under the caption “Risk Factors” in the documents that ARKO files with the Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. Neither ARKO nor APC undertake any obligation to update forward-looking information, except to the extent required by applicable law.

Media Contact
Jordan Mann
ARKO Corp.
ARKO Petroleum Corp.
investors@gpminvestments.com

Investor Contact
Sean Mansouri, CFA
Elevate IR
(720) 330-2829
ARKO@elevate-ir.com

FAQ

How many shares did ARKO Petroleum Corp (APC) sell in its Feb 2026 IPO and at what price?

APC sold 11,111,111 Class A shares at $18.00 per share. According to the company, underwriters have a 30‑day option to buy an additional 1,666,666 shares to cover over‑allotments.

When will APC (Nasdaq: APC) begin trading and when is the IPO expected to close?

APC is expected to begin trading on Feb 12, 2026 and the IPO is expected to close on Feb 13, 2026. According to the company, closing is subject to customary conditions.

What percentage of APC will ARKO own after the IPO (Feb 2026)?

After the IPO ARKO is expected to own 35,000,000 Class B shares representing 75.9% economic interest and 94.0% voting power. According to the company, figures change to 73.3%/93.2% if over‑allotment is exercised.

How much capital will APC’s IPO raise based on the priced shares at $18.00?

The IPO proceeds before fees are approximately $200 million (11,111,111 shares × $18.00). According to the company, underwriting discounts and commissions will reduce net proceeds.

Who are the lead underwriters for APC’s initial public offering (Feb 2026)?

UBS Investment Bank, Raymond James and Stifel are lead book‑running managers. According to the company, Mizuho and Capital One Securities serve as joint book‑running managers.