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Clark Shauna J. reported acquisition or exercise transactions in this Form 4 filing.
Yesway, Inc. director Shauna J. Clark received an award of 7,000 restricted stock units, each representing one share of Class A Common Stock. The units vest in three equal installments on each of the first three anniversaries of the Registration Statement’s effectiveness. Following this grant, she holds 7,000 shares directly.
Lewis Ronald C. reported acquisition or exercise transactions in this Form 4 filing.
Yesway, Inc. director Lewis Ronald C. received an award of 7,000 restricted stock units tied to the company’s Class A Common Stock. The grant was a compensation-related award at no cash purchase price and is reported as directly owned.
Each RSU represents a contingent right to receive one share of Class A Common Stock. The units will vest in three equal installments on each of the first three anniversaries of the effectiveness date of the company’s Registration Statement. Following this grant, the reporting person holds 7,000 shares reported as beneficially owned.
Yesway, Inc. director and ten percent owner Thomas N. Trkla reported multiple equity awards and restructurings involving Class A and Class B Common Stock and related LLC interests. Direct holdings include 1,080,000 shares of Class A Common Stock and 267,804 shares of Class B Common Stock acquired at a stated price of $0.00 per share as grant or award transactions.
Indirect holdings are shown through entities such as Brookwood Financial Partners, LLC with 15,085,561 shares of Class A Common Stock and BW Gas & Convenience Aggregator II, L.P. with 19,735,435 shares of Class B Common Stock. Footnotes state Mr. Trkla has controlling interests in these entities and may be deemed to share beneficial ownership of their positions.
The filing also describes awards of restricted stock units and performance-based restricted stock units that each represent a right to receive one share of Class A Common Stock. Time-based RSUs vest in three equal installments on each of the first three anniversaries of the registration statement’s effectiveness, while PSUs vest in tranches tied to stock-price hurdles of 1.5x and 2.0x the initial offering price and second and third anniversaries, with unvested PSUs forfeited if conditions are not met by the fifth anniversary. LLC Interests in BW Ultimate Parent, LLC are redeemable at any time on a 1-to-1 basis for Class A Common Stock, with a corresponding number of Class B shares forfeited on redemption.
Brown Thomas Warren reported acquisition or exercise transactions in this Form 4 filing.
Yesway, Inc. director Thomas Warren Brown reported new equity awards that increase his exposure to the company. He received 198,000 restricted stock units, each representing one future share of Class A Common Stock, vesting in three equal installments on each of the first three anniversaries of the effectiveness of Yesway’s IPO registration statement. He was also granted 198,000 performance-based restricted stock units that may vest in two 50% tranches if specific stock price hurdles of 1.5x and 2.0x the IPO offering price are met and the second and third anniversaries are reached; any unvested PSUs are forfeited after the fifth anniversary. In addition, he holds 105,209 shares of Class B Common Stock and related LLC Interests directly, plus 2,040 Class B shares and LLC Interests indirectly through Brookwood Financial Co., Inc., with each LLC Interest redeemable into one share of Class A Common Stock while a corresponding Class B share is forfeited.
Zernich Kurt M. reported acquisition or exercise transactions in this Form 4 filing.
Yesway, Inc. General Counsel and Secretary Kurt M. Zernich reported equity awards tied to the company’s initial public offering structure and long-term incentives. He received 198,000 shares of Class A Common Stock in a grant that brought his Class A holdings to 396,000 shares.
Additional awards include 198,000 restricted stock units that vest in three equal installments on each of the first three anniversaries of the registration statement’s effectiveness. He also received 198,000 performance-based RSUs that vest in two 50% tranches only if specific stock price hurdles of 1.5x and 2.0x the IPO price are met and time-based anniversaries are reached, or they forfeit after five years.
Zernich was also granted 77,089 shares of Class B Common Stock and 77,089 LLC Interests that can be redeemed on a 1-for-1 basis for Class A Common Stock, with a corresponding forfeiture of Class B shares, providing an additional path to future Class A ownership.
Yesway, Inc. director Jill A. Soltau reported receiving an equity award in the form of restricted stock units. She acquired 7,000 shares worth of Class A Common Stock as a grant, bringing her directly held position reported in this filing to 7,000 shares.
The 7,000 restricted stock units will vest in three equal installments on each of the first three anniversaries of the effectiveness date of the company’s Registration Statement, meaning the award delivers value over a multi-year period tied to continued service.
Papazian Greg M. reported acquisition or exercise transactions in this Form 4 filing.
Yesway, Inc. director Greg M. Papazian reported equity awards rather than open‑market trades. He received 7,000 shares of Class A Common Stock on April 24, 2026 as a share-based grant, leaving him with 7,000 Class A shares directly owned.
On April 21, 2026, he was credited with 22,954 shares of Class B Common Stock and 22,954 LLC Interests in BW Ultimate Parent, LLC in connection with Yesway’s IPO-related reorganization, previously reflected on a Form 3. The LLC Interests are redeemable at any time on a 1‑for‑1 basis for Class A Common Stock, with a corresponding number of Class B shares forfeited, and have no expiration date. He also received 7,000 restricted stock units tied to Class A shares, vesting in three equal annual installments starting on the date the IPO registration statement becomes effective.
Ayles Ericka L. reported acquisition or exercise transactions in this Form 4 filing.
Yesway, Inc. CFO and Treasurer Ericka L. Ayles reported equity awards linked to the company’s initial public offering reorganization. She was granted 216,000 shares of Class A Common Stock twice on the same date, bringing one Class A holding to 432,000 shares and another to 216,000 shares. She also received 83,656 shares of Class B Common Stock and 83,656 LLC Interests, which are redeemable 1-for-1 into Class A shares while a corresponding number of Class B shares are forfeited.
Footnotes explain that part of these holdings reflects securities received in the IPO-related reorganization and that some awards are restricted stock units and performance-based restricted stock units. The RSUs vest in three equal installments over three years from the registration statement’s effectiveness, while PSUs can vest in two tranches if specified share price and time-based conditions are met, otherwise unvested PSUs are forfeited after five years.
Yesway, Inc. completed its initial public offering of Class A common stock and related restructuring steps. The company sold 14,000,000 Class A shares at $20.00 per share, plus 2,100,000 additional shares under an underwriters’ option, for total gross proceeds of $322,000,000 before underwriting discounts and commissions.
In connection with the IPO, Yesway issued 15,085,561 Class A shares to Blocker Shareholders as merger consideration and 32,009,185 Class B shares to Continuing Equity Owners for nominal consideration. The company adopted an amended and restated charter and bylaws authorizing 500,000,000 Class A shares, 150,000,000 Class B shares and 10,000,000 preferred shares, entered into tax receivable, stockholders and registration rights agreements, and installed a post-IPO board and committee structure.
Yesway, Inc. is offering 14,000,000 shares of Class A common stock at an initial public offering price of $20.00 per share, generating gross proceeds of $280,000,000. After underwriting discounts of $18,200,000 and estimated offering expenses, Yesway expects net proceeds to the company of approximately $246.0 million to purchase LLC Interests from Parent, redeem preferred membership interests, pay down indebtedness and for general corporate purposes.
The company will remain a controlled company post-transaction: Brookwood and the Continuing Equity Owners will hold Class B and LLC interests that together retain majority voting power (approximately 52.4% of voting power; ~50.7% if underwriters fully exercise their option). Yesway will be the sole managing member of Parent (BW Ultimate Parent, LLC) and will consolidate Parent while recording a significant non-controlling interest for the economic interest retained by Continuing Equity Owners.
Material transactional features disclosed include a $18.4 million Final Payment to certain Continuing Equity Owners, a Tax Receivable Agreement sharing 85% of realized tax benefits with Continuing Equity Owners and Blocker Shareholders, and an underwriters’ overallotment option of 2,100,000 additional shares.