ARKO Corp. filed a registration statement on Form S‑1 with the U.S. Securities and Exchange Commission on December 19 2025 to launch an initial public offering of Class A common stock of its subsidiary, ARKO Petroleum Corp. The filing is the first step in a strategy to separate the wholesale, fleet‑fueling and GPM Petroleum (GPMP) operations from the parent’s retail convenience‑store business and to unlock value for shareholders.
The registration statement has been filed but is not yet effective, meaning the shares cannot be sold until the SEC approves the filing. Lead book‑running managers named in the filing are UBS Investment Bank, Raymond James, and Stifel, with Mizuho and Capital One Securities listed as joint book‑runners. The IPO is expected to provide ARKO Petroleum with additional liquidity to expand its fuel‑distribution network and support the dealerization program that converts company‑operated stores into higher‑margin dealer sites.
For the nine months ended September 30 2025, ARKO Petroleum reported net income of $24.7 million, down from $32.7 million for the same period in 2024. The parent company’s debt‑to‑equity ratio has risen sharply—from 167 % five years ago to 244.3 % as of the latest filing—underscoring the financial pressure that the IPO seeks to alleviate. By raising capital through the public market, ARKO Petroleum can reduce the parent’s leverage and provide a stronger balance sheet for future growth initiatives.
CEO Arie Kotler highlighted the success of the dealerization program in the parent’s Q3 2025 earnings, noting that the program generates significantly higher free‑cash‑flow conversion. The IPO proceeds are intended to accelerate that program, allowing more stores to transition to dealer sites and thereby increase profitability across the wholesale and fleet‑fueling segments.
While the filing does not disclose the number of shares or price range, the move signals ARKO Corp.’s intent to monetize a high‑growth segment that serves more than 3,000 fuel locations nationwide. The IPO is expected to create a dedicated entity that can focus on scaling distribution, investing in technology, and pursuing strategic acquisitions without the constraints of the parent’s broader retail operations.
The market has not yet reacted strongly to the filing, and no significant analyst commentary has been reported. The primary focus remains on the regulatory review process and the eventual pricing of the offering, which will provide clearer insight into the valuation and capital needs of ARKO Petroleum.
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