ARKO Petroleum (APC) raises $24.4M as IPO underwriters exercise over-allotment

Rhea-AI Filing Summary

ARKO Petroleum Corp. reported that underwriters in its recent initial public offering exercised a portion of their over-allotment option. They purchased 1,459,112 additional shares of Class A common stock under a 30-day option granted at the IPO.

On March 9, 2026, the company issued and sold these shares to the underwriters and received net proceeds of $24.4 million after underwriters’ discounts and commissions. This transaction modestly increases the company’s equity capital while slightly diluting existing shareholders’ ownership.

Insights

Equity Capital Markets Analyst

Partial over-allotment exercise adds $24.4M in equity capital.

The underwriters’ exercise of 1,459,112 over-allotment shares indicates additional demand around ARKO Petroleum’s IPO. The shares come from the company, increasing its Class A common stock float. Net proceeds to the company were $24.4 million after underwriting costs.

This step modestly strengthens the balance sheet through additional equity capital, which typically carries no repayment obligation. The trade-off is incremental dilution to existing holders, though the filing does not quantify percentage impact. Future company filings may describe how this added capital supports operations or growth initiatives.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

0002080921false00020809212026-03-092026-03-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 09, 2026

ARKO Petroleum Corp.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-43121	39-3168808
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
8565 Magellan Pkwy Suite 400
Richmond, Virginia				23227-1150
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 730-1568

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		APC		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously reported, ARKO Petroleum Corp., a Delaware corporation (the “Company”), entered into an underwriting agreement with UBS Securities LLC and Raymond James & Associates, Inc., as representatives of the underwriters named therein (the “Underwriters”), in connection with the initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), pursuant to which the Company granted the Underwriters an option (the “Option”) for a period of 30 days following the closing of the IPO to purchase up to an additional 1,666,666 shares of Class A common stock to cover over-allotments. On March 5, 2026, the Underwriters exercised the Option to purchase 1,459,112 shares of Class A common stock, and on March 9, 2026, the Company issued and sold to the Underwriters such shares and received net proceeds of $24.4 million after deducting underwriters’ discounts and commissions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ARKO Petroleum Corp.
Date:	March 9, 2026	By:	/s/ Arie Kotler
		Name: Title:	Arie Kotler President, Chief Executive Officer and Chairman of the Board

FAQ

What did ARKO Petroleum Corp. (APC) announce in this 8-K?

ARKO Petroleum Corp. announced that IPO underwriters exercised part of their over-allotment option, purchasing 1,459,112 additional Class A shares. The company issued these shares and received $24.4 million in net proceeds after underwriting discounts and commissions, modestly increasing its equity capital base.

How many additional ARKO Petroleum (APC) shares were sold through the over-allotment option?

Underwriters purchased 1,459,112 additional shares of ARKO Petroleum’s Class A common stock through the exercised over-allotment option. These shares were issued by the company under the IPO underwriting agreement, increasing the total number of outstanding Class A shares and slightly diluting existing shareholders’ ownership stakes.

How much cash did ARKO Petroleum (APC) receive from the over-allotment share sale?

ARKO Petroleum received net proceeds of $24.4 million from selling 1,459,112 additional Class A shares. This amount is after deducting underwriters’ discounts and commissions, meaning it reflects the cash available to the company from this specific issuance to support corporate and financial needs.

What was the size of the original over-allotment option in ARKO Petroleum’s IPO?

The underwriting agreement granted underwriters a 30-day option to buy up to 1,666,666 additional Class A shares. They ultimately exercised the option for 1,459,112 shares, which is a substantial portion of the available over-allotment capacity, indicating meaningful take-up of the extra share allocation.

Who were the underwriters involved in ARKO Petroleum (APC)’s IPO over-allotment exercise?

The underwriters were UBS Securities LLC and Raymond James & Associates, Inc., acting as representatives of the named underwriting group. They exercised the option to buy 1,459,112 additional Class A shares from ARKO Petroleum, leading to $24.4 million in net proceeds for the company from this transaction.

On what dates did key steps in ARKO Petroleum’s over-allotment transaction occur?

The underwriters exercised their over-allotment option on March 5, 2026. ARKO Petroleum then issued and sold the 1,459,112 additional Class A shares on March 9, 2026, at which point the company received the related $24.4 million in net proceeds from the underwriters.

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