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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2025

 

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ARKO Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39828

85-2784337

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

8565 Magellan Parkway

Suite 400

 

Richmond, Virginia

 

23227-1150

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (804) 730-1568

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.0001 par value per share

 

ARKO

 

The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50

 

ARKOW

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

 


Item 8.01 Other Events.

Filing of Registration Statement on Form S-1

On December 19, 2025, ARKO Corp., a Delaware corporation (the “Company”), issued a press release announcing that its wholly owned subsidiary, ARKO Petroleum Corp., a Delaware corporation (“APC”), has filed a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) in anticipation of a proposed initial public offering of the Class A common stock of APC.

A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference herein. The press release attached hereto as Exhibit 99.1 is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of APC securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Expiration of Public Warrants

In connection with the Company’s business combination with Haymaker Acquisition Corp. II (“Haymaker”), on December 22, 2020, the Company assumed the warrants to purchase common stock originally issued by Haymaker, each of which became exercisable to purchase one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $11.50 per share (the “Warrants”). The Warrants, which were listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol ARKOW, will expire in accordance with their terms at 5:00 p.m. Eastern Time on December 22, 2025.

Trading of the Warrants on Nasdaq was suspended following the close of business on December 18, 2025, and Nasdaq informed the Company that, in connection with the expiration of the Warrants, Nasdaq intends to file a Form 25 on behalf of the Company with the SEC to effect the delisting of the Warrants from Nasdaq and the deregistration of the Warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended.

The listing of the Company’s Common Stock (NASDAQ: ARKO) will not be affected by the expiration and delisting of the Warrants.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

Exhibit
Number

Description

99.1

Press Release issued by ARKO Corp. on December 19, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

ARKO Corp.

 

 

 

 

Date:

December 19, 2025

By:

/s/ Arie Kotler

 

 

Name:

Title:

 

Arie Kotler
President, Chief Executive Officer and Chairman of the Board

 

 


EX-99.1 2 arko-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

 

ARKO Corp. Announces Filing of Registration Statement for Proposed Initial Public Offering of its Subsidiary, ARKO Petroleum Corp.

RICHMOND, Va., On Dec. 19, 2025 (GLOBE NEWSWIRE) -- ARKO Corp. (Nasdaq: ARKO) (“ARKO” or the “Company”), a Fortune 500 company and one of the largest convenience store operators, fuel wholesalers and cardlock operators in the United States, announced, as part of its strategic plan, the public filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 relating to the proposed initial public offering of Class A common stock of its subsidiary, ARKO Petroleum Corp. (“APC”). APC’s business will include the operations of ARKO’s wholesale, fleet fueling and GPMP segments and would be responsible for the wholesale distribution of motor fuels to substantially all of ARKO’s retail convenience stores that sell fuel.

UBS Investment Bank, Raymond James and Stifel will serve as lead book-running managers in the proposed offering. Mizuho and Capital One Securities will also be acting as joint book-running managers.

The registration statement on Form S-1 relating to these securities has been filed with the Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time when the registration statement becomes effective. Copies of the registration statement can be accessed through the Commission’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The proposed offering will be made only by means of a prospectus. When available, copies of the preliminary prospectus related to the offering may be obtained from UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, New York 10010, by telephone at (888) 827-7275 or by email at ol-prospectus-request@ubs.com; Raymond James & Associates, Inc., Attention: Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716, by telephone at (800) 248-8863 or by email at prospectus@raymondjames.com; or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate Department, 1201 Wills Street, Suite 600 Baltimore, MD 21231, by telephone at (855) 300-7136 or by email at syndprospectus@stifel.com.

About ARKO Corp.

ARKO Corp. (Nasdaq: ARKO) is a Fortune 500 company that owns 100% of GPM Investments, LLC and is one of the largest operators of convenience stores and wholesalers of fuel in the United States.


Based in Richmond, VA, we operate in four reportable segments: retail, which includes convenience stores selling merchandise and fuel products to retail customers through our highly recognizable Family of Community Brands that offers delicious, prepared foods, beer, snacks, candy, hot and cold beverages, and multiple popular quick serve restaurant brands; wholesale, which supplies fuel to independent dealers and consignment agents; fleet fueling, which includes the operation of proprietary and third-party cardlock locations, and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites; and GPM Petroleum, which sells and supplies fuel to our retail and wholesale sites and charges a fixed fee, primarily to our fleet fueling sites.

Forward-Looking Statements

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements made with respect to the proposed initial public offering. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by use of words such as “accretive,” “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things, changes in economic, business and market conditions; the Company’s ability to maintain the listing of its common stock and warrants on the Nasdaq Stock Market; changes in its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; expansion plans and opportunities; changes in the markets in which it competes; changes in applicable laws or regulations, including those relating to environmental matters; market conditions and global and economic factors beyond its control; and the outcome of any known or unknown litigation and regulatory proceedings. Detailed information about these factors and additional important factors can be found under the caption “Risk Factors” in the documents that the Company files with the Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

Media Contact
Jordan Mann
ARKO Corp.
investors@gpminvestments.com

 

Investor Contact

Sean Mansouri, CFA


Elevate IR

(720) 330-2829

ARKO@elevate-ir.com