ARKO Corp. Announces Filing of Registration Statement for Proposed Initial Public Offering of its Subsidiary, ARKO Petroleum Corp.

Rhea-AI Summary

ARKO Corp (Nasdaq: ARKO) announced on Dec 19, 2025 that it has filed a registration statement on Form S-1 with the SEC for a proposed initial public offering of Class A common stock of its subsidiary ARKO Petroleum Corp (APC).

APC will house ARKO’s wholesale, fleet fueling and GPMP segments and would handle wholesale fuel distribution to substantially all of ARKO’s retail convenience stores that sell fuel. UBS, Raymond James and Stifel are lead book-running managers; Mizuho and Capital One Securities are joint book-runners.

The registration statement has been filed but is not yet effective; the proposed offering may not be sold or offers accepted until effectiveness, and the offering will be made only by prospectus available from the listed underwriters or via the SEC website.

Positive

• Form S-1 for APC filed with the SEC on Dec 19, 2025
• APC consolidates wholesale, fleet fueling and GPMP operations
• Named lead underwriters: UBS, Raymond James, Stifel

Negative

• Registration statement not yet effective; securities cannot be sold before effectiveness
• Offering terms, size and timing not disclosed in the filing

Market Reality Check

$4.63 Last Close

Volume Volume 564,558 vs 20-day average 466,374 (1.21x average) ahead of the IPO filing. normal

Technical Price $5.04 is trading above the 200-day MA at $4.47 coming into this announcement.

Peers on Argus

Peers in Specialty Retail showed mixed, modest moves: ODP +0.04%, HZO -0.40%, BWMX -1.29%, WOOF 0%, FLWS -2.61%, suggesting this ARKO news is stock-specific rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 01	CFO appointment	Positive	-0.6%	New permanent CFO appointed to support transformation and growth strategy.
Nov 17	Strategic partnership	Positive	-4.3%	Solar deployment MOU across at least 300 sites with multi-year program.
Nov 05	Quarterly earnings	Positive	+2.9%	Q3 2025 results with higher net income, strong margins and dividend.
Oct 22	Earnings call notice	Neutral	+5.9%	Announcement of Q3 results release date and investor conference call.
Oct 09	Interim CFO named	Neutral	-5.0%	Appointment of Jordan Mann as interim CFO following prior CFO departure.

Pattern Detected

Recent strategic and governance news (CFO changes, partnerships) often saw negative or mixed price reactions, while solid operating updates like earnings tended to align positively.

Recent Company History

This announcement follows several months of strategic and governance activity for ARKO. In October 2025, the company named Jordan Mann interim CFO, which coincided with a -4.98% move. An earnings call announcement on Oct 22 saw a +5.87% reaction, and Q3 results on Nov 5 with net income of $13.5 million and a dividend of $0.03 were followed by a +2.94% move. A strategic solar partnership on Nov 17 and the permanent CFO appointment on Dec 1 both saw modest declines, indicating past strategic news did not always translate into positive price moves.

Market Pulse Summary

This announcement detailed ARKO’s filing of a Form S-1 for a proposed IPO of its subsidiary, ARKO Petroleum Corp., which would house the wholesale, fleet fueling and GPMP segments and supply fuel to most ARKO convenience stores. The move follows recent governance and strategic steps, including CFO changes and a solar deployment partnership. Investors may focus on how value and cash flows are allocated between ARKO and APC, as well as ongoing operating trends highlighted in prior results such as Q3 net income of $13.5 million.

Key Terms

form s-1 regulatory

"a registration statement on Form S-1 relating to the proposed initial"

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.

initial public offering financial

"statement on Form S-1 relating to the proposed initial public offering of"

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.

class a common stock financial

"public offering of Class A common stock of its subsidiary, ARKO"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

book-running managers financial

"Stifel will serve as lead book-running managers in the proposed offering."

Book-running managers are the main banks or financial firms that organize and oversee a company's sale of new stocks or bonds. They help set the price, decide how many to sell, and coordinate the process to make sure everything runs smoothly. Their role is important because they guide the company through the complex process of raising money from investors.

prospectus regulatory

"The proposed offering will be made only by means of a 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.

registration statement regulatory

"the public filing with the Securities and Exchange Commission of a registration"

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.

AI-generated analysis. Not financial advice.

RICHMOND, Va., Dec. 19, 2025 (GLOBE NEWSWIRE) -- ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), a Fortune 500 company and one of the largest convenience store operators, fuel wholesalers and cardlock operators in the United States, announced, as part of its strategic plan, the public filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 relating to the proposed initial public offering of Class A common stock of its subsidiary, ARKO Petroleum Corp. (“APC”). APC’s business will include the operations of ARKO’s wholesale, fleet fueling and GPMP segments and would be responsible for the wholesale distribution of motor fuels to substantially all of ARKO’s retail convenience stores that sell fuel.

UBS Investment Bank, Raymond James and Stifel will serve as lead book-running managers in the proposed offering. Mizuho and Capital One Securities will also be acting as joint book-running managers.

The registration statement on Form S-1 relating to these securities has been filed with the Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time when the registration statement becomes effective. 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 proposed offering will be made only by means of a prospectus. When available, copies of the preliminary prospectus related to the offering 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 owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores and wholesalers of fuel in the United States. Based in Richmond, VA, we operate 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.

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 made with respect to the proposed initial public offering. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. 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. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to maintain the listing of its common stock and warrants on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found under the caption “Risk Factors” in the documents that the Company 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. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

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

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

FAQ

What did ARKO file with the SEC on Dec 19, 2025 regarding ARKO Petroleum Corp (APC)?

ARKO filed a Form S-1 registration statement for a proposed IPO of Class A common stock of APC.

Which ARKO business segments will be part of APC in the proposed IPO?

APC will include ARKO’s wholesale, fleet fueling and GPMP segments and handle wholesale fuel distribution to most ARKO retail fuel stores.

Who are the lead book-running managers for the APC proposed offering (ARKO ticker: ARKO)?

Lead book-running managers named are UBS Investment Bank, Raymond James, and Stifel; Mizuho and Capital One Securities are joint book-runners.

Can investors buy APC shares now after ARKO’s Dec 19, 2025 filing?

No; the registration statement has been filed but is not yet effective, so securities may not be sold or offers accepted until effectiveness.

Where can I obtain the APC preliminary prospectus for the ARKO subsidiary IPO?

When available, the preliminary prospectus can be requested from UBS, Raymond James, or Stifel or accessed via the SEC website (www.sec.gov).