ARKO Petroleum Sets Terms for Nasdaq IPO as Wholesale Fuel Distribution Platform Prepares to Go Public

ARKO Petroleum Corp. has set terms for its Nasdaq IPO under the ticker APC, offering 10,500,000 shares of Class A common stock at an expected price range of $18.00 to $20.00 per share, implying gross proceeds of approximately $200 million at the $19.00 midpoint. Following the offering, the company is expected to have approximately 45.5million total shares outstanding, resulting in an equity market capitalization of roughly $865 million at the midpoint. The offering is being led by UBS Investment Bank, Raymond James, and Stifel, with Mizuho Securities USA and Capital One Securities also participating in the underwriting syndicate.
ARKO Petroleum is being carved out of ARKO Corp. to house its wholesale fuel supply, fleet fueling, and commercial distribution operations. The business supplies gasoline and diesel to independent dealers, fleet operators, and retail fuel locations, while also operating proprietary cardlock sites and issuing fuel cards that provide customers access to a nationwide fueling network. Management positions the company as a scaled downstream logistics and distribution platform focused on dependable fuel supply and operational efficiency rather than retail convenience exposure.
Unlike higher-margin retail or technology businesses ,wholesale fuel distribution is fundamentally a high-volume, low-margin industry, where profitability is driven by cents-per-gallon economics, logistics optimization, and working capital management. Reported revenues largely reflect the pass-through cost of fuel purchases, while earnings are generated through supply markups, storage and terminal operations, transportation efficiencies, and ancillary services such as fleet fueling and financing programs. As a result, the business behaves more like essential infrastructure or a utility than a traditional growth story.

The company operates across a broad national footprint supported by long-term supplier relationships, exchange agreements, and terminal access that create barriers to entry and help secure consistent fuel availability. Once distribution infrastructure is in place, incremental volumes typically carry attractive contribution margins, providing operating leverage even during periods of commodity price volatility. Management believes this scale advantage allows ARKO Petroleum to maintain steady cash generation across fuel cycles.

Financially, ARKO Petroleum reflects the stable economics typical of wholesale distributors. Net revenues were approximately $7.0 billion in 2023 and $6.6 billion in 2024, with changes largely attributable to fluctuations in fuel prices rather than underlying volumes. Operating margins have remained consistent at roughly 1–1.5%, and the company has generated positive net income across all reported periods. Through the first nine months of 2025, ARKO reported $4.3 billion in revenue and $24.7 million in net income, underscoring the company’s ability to produce steady profitability despite thin headline margins.

Following the offering, ARKO will maintain control through ownership of Class B shares with enhanced voting rights, resulting in a controlled company structure. Public investors will hold Class A shares with one vote per share and limited governance influence, while the parent retains strategic oversight.
Comparable publicly traded peers include downstream fuel distributors and terminal operators such as Sunoco LP (SUN), Global Partners LP (GLP), and Cross America Partners LP (CAPL). These companies share similar characteristics: large revenue bases driven by fuel pass-through costs, low single-digit operating margins, and valuations tied more closely to EBITDA and cash flow than revenue growth. Relative to this group, ARKO enters the public markets as a smaller-cap, pure-play wholesale distributor with comparable margin economics and exposure to stable transportation fuel demand.

Proceeds from the IPO are expected to support the capitalization of the standalone entity, fund working capital associated with fuel procurement, and provide flexibility for growth initiatives including terminal investments, logistics improvements, and selective acquisitions. Management’s strategy centers on expanding distribution volumes, improving procurement efficiencies, and maintaining disciplined cost controls to enhance cash flow.
Key risks include commodity price volatility, fuel demand trends tied to transportation activity, thin operating margins inherent to wholesale distribution, customer concentration, and regulatory and environmental compliance requirements. As with many downstream energy businesses, operational execution and throughput stability are the primary drivers of long-term performance.
Overall, ARKO Petroleum’s IPO offers investors exposure to a scaled, essential fuel logistics platform with defensive characteristics and recurring cash flow potential. While the business does not exhibit high growth or technology-style margins, its infrastructure footprint and steady demand profile position it as a stable participant in the downstream energy value chain.
The APC IPO is expected to begin trading on Nasdaq on Thursday, February 12, 2026.