ARKO Petroleum Corp-A美股招股说明书(2026-02-13版)

11,111,111 Shares ARKO Petroleum Corp. ClassA Common Stock This is the initial public offering of shares of ClassA common stock of ARKO Petroleum Corp. We are offering 11,111,111 shares of our ClassAcommon stock. Prior to this offering, there has been no public market for our ClassA common stock. The initial public offering price is $18.00 per share. Our ClassAcommon stock has been approved for listing on the Nasdaq Capital Market (“Nasdaq”) under the symbol “APC.” We will have two classes of common stock outstanding after this offering: ClassA common stock and ClassB common stock. Each share of ClassAcommon stock entitles its holder to one vote on all matters presented to our stockholders generally. All of our ClassB common stock, which we do notintend 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 ClassB common stock entitles ARKO Parent to five votes on all matters presented to our stockholders generally. Immediately followingthis offering, the holders of our ClassA common stock will collectively hold 24.1% of the economic interests in us and 6.0% of the voting power in us,and ARKO Parent will hold the remaining 75.9% of the economic interests and 94.0% of the voting power in us. As a result of ARKO Parent’sownership of a majority of our outstanding voting power, ARKO Parent will have the ability to determine all matters requiring approval by ourstockholders, including the election of our directors, amendment of our governing documents, and approval of certain major corporate transactions, andwe will be a “controlled company” within the meaning of the corporate governance rules of Nasdaq; however, we do not currently expect or intend torely on the “controlled company” exemptions from certain corporate governance requirements. See “Management—Controlled Company Exemptions”and “Risk Factors—Risks Related to Ownership of our ClassA Common Stock and this Offering—We will be a “controlled company” within themeaning of the rules of Nasdaq and, as a result, will qualify for, and may in the future rely on, exemptions from certain corporate governancerequirements. 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 PAGE35 TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR CLASS A COMMONSTOCK. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See“Underwriting (Conflicts of Interest).” We have also granted the underwriters an option for a period of 30 days to purchase up to an additional 1,666,666shares of our ClassA common stockon the same terms set forth above to cover over-allotments, if any. See “Underwriting (Conflicts of Interest).” At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale, at the initial publicoffering price, to certain individuals associated with us. See “Underwriting (Conflicts of Interest)—Directed Share Program.” Delivery of the shares of ClassA common stock will be made on or about February 13, 2026. UBSInvestmentBank Stifel Mizuho Capital One Securities The date of this prospectus is February 11, 2026. Table of Contents TABLE OF CONTENTS About This ProspectusIndustry and Market DataProspectus SummaryThe OfferingSummary Condensed Combined Financial and Other DataRisk FactorsCautionary Note Regarding Forward-Looking StatementsUse of ProceedsCapitalizationDilutionCash Dividend PolicyManagement’s Discussion and Analysis of Financial Condition and Results of OperationsBusinessManagementCompensation Discussion and AnalysisDescription of Certain IndebtednessDescription of Capital StockShares Eligible for Future SalePrincipal StockholdersCertain Relationships and Related Party TransactionsMaterial U.S. Federal Income Tax ConsiderationsUnderwriting (Conflicts of Interest)Legal MattersExpertsIndex to Financial Information Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained inthis prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). Neither we nor any of theunderwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offeringto sell, and seeking offers to buy, shares of ClassA common stock only in jurisdictions where such offers and sales are permitted. The informationcontained in this prospectus is accurat