ARKO Petroleum Corp.

S-11 d928360ds1.htm S-1

As filed with the Securities and Exchange Commission on December 19, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

8565 Magellan Parkway

Suite 400

Richmond, Virginia 23227-1150

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Arie Kotler

President and Chief Executive Officer

8565 Magellan Parkway

Suite 400

Richmond, Virginia 23227-1150

**(804)730-1568 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

** Shares**

Class A Common Stock

This is the initial public offering of shares of Class A common stock of ARKO Petroleum Corp. We are offering shares of our Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. We anticipate that the initial public offering price will be between $ and $ per share. We have applied to list our Class A common stock on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “APC.”

We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock entitles its holder to one vote on all matters presented to our stockholders generally. All of our Class B common stock, which we do not intend to list on any stock exchange, will be held indirectly by ARKO Corp. (“ARKO Parent”), our parent company, through one or more subsidiaries. Each share of Class B common stock entitles ARKO Parent to votes on all matters presented to our stockholders generally. Immediately following this offering, the holders of our Class A common stock will collectively hold % of the economic interests in us and % of the voting power in us, and ARKO Parent will hold the remaining % of the economic interests and % of the voting power in us. As a result of ARKO Parent’s ownership of a majority of our outstanding voting power, ARKO Parent will have the ability to determine all matters requiring approval by our stockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions, and we will be a “controlled company” within the meaning of the corporate governance rules of Nasdaq; however, we do not currently expect or intend to rely on the “controlled company” exemptions from certain corporate governance requirements. See “Management—Controlled Company Exemptions” and “Risk Factors—Risks Related to Ownership of our Class A Common Stock and this Offering—We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and may in the future rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 32 TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR CLASS A COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have also granted the underwriters an option for a period of 30 days to purchase up to an additional shares of our Class A common stock on the same terms set forth above to cover over-allotments, if any. See “Underwriting.”

Delivery of the shares of Class A common stock will be made on or about , 2026.

The date of this prospectus is , 2026.