When APC insiders can sell
ARKO Petroleum Corp. · IPO prospectus filed 2026-02-13 · Single cliff · 180-day lock-up
That is the calendar date the clause computes to, counted from the prospectus date. It is the only date computable without knowing a future earnings date, which is why everything that could pull it earlier is printed below it on this page rather than folded into it.
The lock-up clause, in the issuer's words
Every other free lock-up calendar tells you 180 days and moves on. This is the actual sentence the date above was computed from, so that if the words do not support the number, the number is wrong and the filing is one click away.
…ll of our directors, executive officers, and ACS, the holder of all of our outstanding equity, will enter into a lock-up agreement under which it will agree not to sell or otherwise transfer shares of our common stock or securities convertible into or exchangeable for shares of our stock as applicable, for a period of 180 days after the date of this prospectus. These lock-up restrictions may be extended in specified circumstances and are subject to certain exceptions. For more information, see "Underwriting (Conflicts of Interest)—No Sales of Similar Securities." As a result of these contractual restrictions, shares of our common stock and the other securities subject to lock-up agreements will not be eligible for sale until these agreements expire or the restrictions are waived by the underwriters. When determining whether or not to release our common stock and other securities from loc……
Where the share count comes from
The prospectus never prints the number of shares coming free, and nothing in it lets the figure be derived. That is why this deal carries no flow math.
| Shares outstanding after the offering | 11,111,111 |
| Shares sold in the offering | 11,111,111 |
| Underwriters' over-allotment option | 1,666,666 |
Exceptions written into the lock-up (4)
Each of these is a route by which APC shares can move before 2026-08-12. The 10b5-1 carve-out is the one worth reading twice: it lets insiders put a selling plan in place during the lock-up, so the first sales can be automatic and immediate rather than discretionary and later.
- 10b5-1 plan
- bona fide gift or charitable transfer
- estate planning or family transfer
- directed share program participants
…company members or stockholders of the lock-up party or holders of similar equity interests in the lock-up party; (i) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 under the Exchange Act; provided that (i) no transfers occur under such plan during such lock-up period and (ii) no public announcement or filing under the Exchange Act shall be required or voluntarily made by or on behalf of us or the lock-up party regarding the establishment of such plan during the lock-up period; (j) to us upon the lock-up party's death, disability or termination of employment or other serv…
The restrictions contained in the lock-up agreements between the underwriters and the lock-up parties will not apply, subject in certain cases and various conditions, to certain transactions, including: (a) as a bona fide gift or gifts, including, without limitation, to a charitable organization or educational institution, or for bona fide estate planning purposes; (b) by will, testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the lock-up party ("immediate family" shall mean any relationship by blood, current or former marriage, domestic partne…
…ect in certain cases and various conditions, to certain transactions, including: (a) as a bona fide gift or gifts, including, without limitation, to a charitable organization or educational institution, or for bona fide estate planning purposes; (b) by will, testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the lock-up party ("immediate family" shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin of the lock-up party); 193 Table of Contents Underwriting (c) by operation of…
See "Underwriting (Conflicts of Interest)—Directed Share Program." Delivery of the shares of Class A common stock will be made on or about February 13, 2026. UBS Investment Bank Raymond James Stifel Mizuho Capital One Securities The date of this prospectus is February 11, 2026. Table of Contents TABLE OF CONTENTS About This Prospectus 1 Industry and Market Data 3 Prospectus Summary 4 The Offering 26 Summary Condensed Combined Financial and Other Data 31 Risk…
What we could not establish
APC is read but not publishable: the prospectus does not state how many shares come free. So there is no absorb-day figure on this page and no call, and there will not be one until the number exists in a filing.
The common case is a prospectus that says "substantially all" of the locked shares become eligible for sale without ever printing a count. The clause above is quoted in full so you can see that for yourself. An estimate presented with a filing link beside it would read as a filing figure, and that is worse than an admission — it is the one failure mode a reader cannot detect.
How this reading of APC could be wrong
The lock-up period is restated 2 times in this prospectus. Issuers repeat the clause on the cover, in the summary, in the risk factors and in the underwriting section, and the wording is not always identical. The parser resolved them to one period; if a reader finds a restatement that disagrees, the quote above is the one it used.
The volume is a vendor's, not ours. APC is not in our own price table, so average daily volume comes from yahoo-finance2 daily bars (symbol not in our price table). Vendor bars for recently listed symbols are the ones most likely to be wrong.
Only 20 sessions of volume history. This is a recent IPO, and early volume is dominated by the offering itself. An average over 20 sessions of a stock that has barely traded is the weakest input on the page, and absorb days inherits every bit of that weakness.
The parser can misread a filing. That is why every number here is printed next to the words it came from. Earlier versions of this parser read the underwriters' 30-day over-allotment window as a 30-day lock-up on five deals, and double-counted one issuer's share total because the offering summary appears on both the cover and in the summary section.
Also unlocking in 2026-08 (9)
Lock-ups cluster, because IPOs cluster: these priced in the same window as APC and come free in the same month. Several heavy releases landing together is a different situation from one.
| Deal | Expiry | Shares free | Absorb days |
|---|---|---|---|
| MANE Veradermics, Inc | 2026-08-03 | 20.0M | 29.9 sessions |
| EIKN Eikon Therapeutics, Inc. | 2026-08-04 | 32.9M | 62.2 sessions |
| BOBS Bob's Discount Furniture, Inc. | 2026-08-04 | 110.9M | 115 sessions |
| SGP SpyGlass Pharma, Inc. | 2026-08-05 | 22.5M | 216 sessions |
| AGMB Agomab Therapeutics NV | 2026-08-05 | — | — |
| FPS Forgent Power Solutions, Inc. | 2026-08-05 | 287.8M | 25.4 sessions |
| OFRM Once Upon a Farm, PBC | 2026-08-08 | 32.6M | 35.3 sessions |
| MWH SOLV Energy, Inc. | 2026-08-10 | 178.9M | 102 sessions |
| GENB Generate Biomedicines, Inc. | 2026-08-26 | 102.5M | 102 sessions |
Learn to read these clauses yourself
The flow arithmetic on this page — shares unlocking divided by average daily volume, and why the clause has to be read rather than assumed — taught step by step, free.
Radar built 2026-11-07 from EDGAR full-text search over 424B4 filings · all 80 parsed lock-ups and the scoreboard · APC's prospectus on EDGAR · what funds carried these companies at before listing