Company Name: ARKO Petroleum Corp.

Date of Prospectus: February 7, 2026

ARKO Petroleum Corp. IPO: Deep Dive into 2026’s Most Anticipated Energy Sector Listing

ARKO Petroleum Corp. is set to make a significant debut on the Nasdaq, offering investors a unique opportunity to participate in one of the year’s largest energy sector IPOs. This comprehensive analysis covers every material aspect of the IPO, including offer structure, use of proceeds, financial health, risks, growth plans, management, and listing outlook—directly sourced from the official prospectus. Investors, analysts, and market participants will gain actionable insights into ARKO Petroleum’s business model, dividend commitments, competitive positioning, and the implications for first-day trading.

IPO Snapshot

ARKO Petroleum Corp. (IPO Symbol: APC) is launching its initial public offering with a targeted listing on the Nasdaq under the symbol “APC”.

• Offer Price: \$19.00 per share (midpoint of estimated price range)
• Total Offer Size: \$199.5 million (10,500,000 shares), plus up to 1,575,000 shares via over-allotment option
• Post-IPO Outstanding Shares: 10,500,000 Class A shares, 35,000,000 Class B shares immediately outstanding after the offering
• Directed Share Program: Up to 5% of the offering reserved for directors, officers, employees, and other identified individuals
• Listing Date: Expected on or about [blank in prospectus], 2026

Use of Proceeds: Growth and Deleveraging Strategy

Net proceeds are estimated at \$184.0 million (or \$211.8 million if the over-allotment option is fully exercised) based on a \$19.00 offer price. The company plans to use these funds as follows:

• Debt Repayment: \$184 million to repay outstanding principal under the Capital One Line of Credit (bearing interest at a weighted average rate of 7.4% per annum)
• General Corporate Purposes: Any remaining funds post-repayment

This allocation signals a strong deleveraging story, positioning the company for improved financial flexibility and reduced interest expense post-IPO [[73]].

Dividend Policy and Commitment

ARKO Petroleum Corp. intends to pay a regular quarterly dividend of \$0.50 per share (annualized at \$2.00 per share) on all common stock outstanding immediately after the offering for each quarter in 2026, subject to available discretionary cash flow. The forecasted payout is based on assumptions disclosed in the prospectus, with the company emphasizing a commitment to shareholder returns [[78]], [[80]].

Placement and Issuance Breakdown

• Public Offering: 10,500,000 shares of Class A common stock
• Over-Allotment Option: 1,575,000 shares
• Directed Share Program: Up to 5% of shares reserved for specific individuals associated with the company
• Employee Allocation: 2,275,000 shares reserved under the 2026 Incentive Compensation Plan

Investor Participation and Book Quality

• Anchor/Institutional Investors: Not explicitly named in the prospectus
• Tranche Allocations: Not detailed beyond general reservation mechanisms
• Lock-Up Agreements: 180-day lock-up for executive officers, directors, existing shareholders, and directed share program participants who are employees or insiders
• Book Quality: The presence of top-tier underwriters, substantial directed share allocation, and a clear deleveraging use of proceeds suggest strong institutional interest and potential for robust first-day performance [[33]], [[197]]

Deal Parties and Structure

Investment banks and underwriters:

• UBS Investment Bank (Qualified Independent Underwriter)
• Raymond James & Associates, Inc.
• Stifel
• Mizuho
• Capital One Securities, Inc.

Stabilization/Over-Allotment: Over-allotment option for 1,575,000 shares. Stabilization activities, including short positions and penalty bids, are described in detail, indicating robust support for listing-day price stability [[197]], [[200]].

Company Overview

Business Model: ARKO Petroleum Corp. operates a vertically integrated fuel supply business, including wholesale and fleet fueling, supplying fuel to ARKO Parent’s retail convenience stores and third-party dealers.

• Revenue Streams: Fuel supply agreements, fleet fueling, and supply to ARKO Retail Sites
• Key Products/Services: Motor fuel distribution, exclusive supply agreements with ARKO Retail Sites
• Customer Segments: Dealers, fleet operators, convenience store chains
• Geographic Footprint: Significant coverage across U.S. Petroleum Administration for Defense Districts (PADDs) [[24]]

Industry/Sector Definition: The company operates within the U.S. fuel distribution and convenience retail sector. Precise industry size figures are not disclosed.

Financial Health

Multi-period financials and key metrics:

Interest Coverage: Interest and financing expenses ranged from \$14.5M (2022) to \$42.1M (2025 forecast), with the IPO proceeds set to reduce this burden significantly [[74]].

Market Position and Competitive Advantages

• Exclusivity: GPMP segment will be the exclusive supplier of motor fuel to ARKO Retail Sites
• Controlled Company Status: ARKO Parent will continue to own a controlling stake, ensuring strategic alignment but qualifying for certain governance exemptions [[31]], [[145]]
• Brand Strength: ARKO Petroleum leverages established brands and relationships through ARKO Parent’s retail network
• Market Share/Ranking: Specific figures not disclosed

Management Team

• Maury Bricks: General Counsel
• Audit Committee: Messrs. Heyer, Maurer, Rogers (independent directors; chair to be designated)
• Board Committees: Audit, Compensation, Conflicts, Nominating & Governance

Committee charters and further details available at www.arkopetroleum.com [[145]].

Trends, Timing, and Market Environment

Sector and Regional Trends

• Seasonal fluctuations in fuel demand impact quarterly results
• Industry subject to environmental, safety, and regulatory compliance trends
• Macroeconomic drivers: fuel prices, transportation demand, regulatory changes [[71]]

Recent Developments

• Preliminary 2025 results: Net income estimated between \$4.1M and \$7.4M for Q4; \$28.8M to \$32.1M for full year
• Fuel gallons sold: 2,131.7 million (2025 estimate), 2,005.8 million (2024 actual)
• Significant deleveraging post-IPO

Market Environment Favorability: The prospectus highlights robust sector demand, strategic timing for capital structure improvement, and strong governance, suggesting favorable conditions for the IPO [[70]].

Prospectus Deep Dive: Key Risk Factors

• Renegotiation Risk: Fuel supply agreements require periodic renewal; failure to renew could impact revenues [[27]]
• Acquisition Execution: Risk if acquisitions underperform or terms are unfavorable
• Environmental, Safety, and Regulatory Risk: Strict compliance required; non-compliance could cause material liabilities
• Tax Exposure: Subject to extensive tax liabilities across multiple jurisdictions [[49]]
• IT/Cybersecurity Risk: Data breaches could materially impact operations
• Market Volatility: No public market prior to IPO; share price may be volatile [[62]]
• Controlled Company Status: May utilize exemptions from certain Nasdaq governance requirements, impacting investor protections [[66]]
• Dividend Guarantee: Dividends are forecasted but not guaranteed; ability to pay depends on future cash flow realization [[81]]
• Related-Party Transactions: Ongoing business ties and supply agreements with ARKO Parent may create conflicts [[18]], [[62]]

Growth Strategy

• Deleveraging: Use of IPO funds to repay debt and reduce interest expense
• Expansion via Acquisitions: Focus on strategic, economically acceptable acquisitions to drive future growth
• Operational Efficiency: Leverage exclusive supply contracts and optimize distribution
• Dividend Commitment: Targeting regular and substantial shareholder returns subject to available discretionary cash flow [[81]], [[82]]

Ownership and Lock-Ups

• Pre-IPO: ARKO Parent owns 100% of the company
• Post-IPO Structure: 10,500,000 Class A shares (public), 35,000,000 Class B shares (ARKO Parent)
• Lock-Up Period: 180 days for management, directors, existing shareholders, and employee-directed share participants [[197]]
• ESOPs: 2,275,000 Class A shares reserved under 2026 Incentive Compensation Plan [[33]]

Valuation and Peer Comparison

Comparable company metrics (P/E, P/B, EV/EBITDA, etc.) and peer symbols are not disclosed in the prospectus.

Research and Opinions

No explicit analyst coverage or price targets disclosed in the prospectus.

IPO Allotment Result

Final subscription outcomes by tranche are not disclosed in the prospectus.

Listing Outlook

Based strictly on the disclosed facts:

• Strong deleveraging story, robust cash flow, and regular dividend commitment suggest high institutional interest
• Top-tier underwriters, a defined lock-up period, and directed share program are additional stabilizing factors
• Favorable sector trends and positive recent financial performance point to healthy first-day demand
• Likely first-day trading range: At or above the offer price of \$19.00, with potential for modest appreciation based on book quality and deal structure
• Worth subscribing: The IPO appears attractive for investors seeking exposure to the U.S. fuel distribution sector with regular dividend potential and reduced leverage risk

Prospectus Access

Official prospectus is available at: www.sec.gov/Archives/edgar/data/2080921/000119312526034394/d928360ds1a.htm