Transactions

The Company and Ultimate Parent completed a series of transactions (“Transactions”), including the following:

IPO

On April 23, 2026, the Company completed an initial public offering by issuing 14,000,000 shares of Class A common stock (as defined below) at a price to the public of $20.00 per share. On April 27, 2026, the Company completed the sale of 2,100,000 shares of Class A common stock following the underwriters’ exercise in full of their overallotment option. From the IPO, including the exercise of the underwriters’ overallotment option, the Company received $301,070,000 in proceeds, net of underwriting discounts and commissions, which was used to purchase an aggregate of 16,100,000 LLC Interests of Ultimate Parent and Ultimate Parent utilized $251,523,545 of the net proceeds it received from the sale of LLC Interests to the Company to fully redeem the Redeemable Senior Preferred Membership Interests and additionally made a payment of $20,000,000 on its Revolving Credit Facility.

Amended and Restated Certificate of Incorporation

The Company’s Amended and Restated Certificate of Incorporation (which was filed with the Secretary of State of the State of Delaware on April 21, 2026) provides for among other things, the (i) authorization of 500,000,000 shares of Class A common stock, with a par value of $0.0001 per share (“Class A common stock”); (ii) authorization of 150,000,000 shares of Class B common stock, with a par value of $0.0001 per share (“Class B common stock”); (iii) authorization of 10,000,000 shares of preferred stock, with a par value of $0.0001 per share (“Preferred Stock”) that may be issued from time to time by the Company’s Board of Directors in one or more series; and (iv) establishment of a classified board of directors, divided into three classes, each of whose members will serve for staggered terms.  

Holders of Class A common stock and Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions in excess of par value upon the liquidation, dissolution, or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of LLC Interests held by existing LLC Interest owners and their permitted transferees and the number of shares of Class B common stock held by existing LLC Interest owners and their permitted transferees. Shares of Class B common stock will be canceled on a one-for-one basis if an existing LLC Interest owner elects to redeem their LLC Interests in exchange for, at the Company’s election, newly issued shares of Class A common stock or cash.

The Company must, at all times, maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Tax Receivable Agreement

In connection with the IPO, Yesway, Inc. entered into a Tax Receivable Agreement (the “TRA”) with the Ultimate Parent, the Continuing Equity Owners and the Blocker Shareholders (together with the Continuing Equity Owners, the “TRA Participants”), pursuant to which Yesway, Inc. is obligated to pay the TRA Participants 85% of certain tax benefits, if any, in U.S. federal, state, and local income tax that Yesway, Inc. realizes (or, in some circumstances, is deemed to realize) as a result of (1) Yesway, Inc.’s allocable share of the existing tax basis of Ultimate Parent’s assets, which tax basis was attributable to the LLC Interests acquired in connection with the IPO and Blocker Mergers; (2) increases in Yesway, Inc.’s allocable share of the tax basis of Ultimate Parent’s assets resulting from (a) future redemptions or exchanges of LLC Interests for Class A common stock or cash and (b) certain distributions (or deemed distributions) by Ultimate Parent; (3) Yesway, Inc.’s allocable share of the existing tax basis of Ultimate Parent’s assets at the time of any redemption or exchange of LLC Interests, which tax basis is attributable to the LLC Interests being redeemed or exchanged and acquired by Yesway, Inc.; (4) certain tax attributes of the Blocker Companies acquired by Yesway, Inc. in the Blocker Mergers; and (5) certain additional tax benefits arising from payments made under the Tax Receivable Agreement.

2026 Equity Incentive Plan

In connection with the IPO, Yesway, Inc. adopted the 2026 Incentive Award Plan (the “2026 Plan”). The 2026 Plan provides for the issuance of up to 7,331,369 shares of Class A common stock for equity-based awards, as adjusted in accordance with the terms of the plan, and includes an annual increase on January 1 of each calender year beginning January 1, 2027, and ending on and including January 1, 2036, equal to the lesser of (i) 4% of the aggregate number of shares of Class A common stock and Class B common stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (ii) such smaller number of Shares as determined by the board of directors.

The 2026 Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to eligible employees, officers, non-employee directors and other service providers of Yesway, Inc. and its subsidiaries. The 2026 Plan is administered by the Yesway, Inc.’s board of directors or a committee thereof and provides for customary limitations, including an annual compensation limit applicable to non-employee directors.

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The Company granted 3,628,000 time-based and market-based restricted stock units (“RSUs”) to certain of its directors and officers at the IPO grant date fair value of $20.00 per share with an aggregate fair value of $72,560,000 vesting over one to three years.

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Registration Rights Agreement

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In connection with the IPO, the Company entered into a Registration Rights Agreement (“RRA”) with certain of the Continuing Equity Owners, including the Brookwood Holders. The RRA provides that the Company will, upon request by the Brookwood Holders following the Company's eligibility to file on Form S-3, use its reasonable best efforts to file a shelf registration statement on Form S-3 and cause it to become effective. The RRA also provides the Brookwood Holders the right to initiate demand registrations (subject to a $50.0 million minimum anticipated net aggregate offering price) and underwritten shelf take-downs (subject to the same minimum for marketed offerings and a $15.0 million minimum for non-marketed offerings). In addition, the RRA provides for customary “piggyback” registration rights.

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Stockholders Agreement

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In connection with the IPO, the Company entered into a Stockholders Agreement (“Stockholders Agreement”) with the Brookwood Parties (as defined in the Stockholders Agreement). Pursuant to the Stockholders Agreement, the Brookwood Parties are entitled to nominate a specified number of up to four directors to the Company’s Board of Directors, so long as the Brookwood Parties beneficially own shares of voting stock representing, in the aggregate, a certain percentage of our then outstanding stock. The Stockholders Agreement also provides that, until the Brookwood Parties no longer beneficially own shares of voting stock representing, in the aggregate, at least 20% of the voting power of our then-outstanding voting stock, certain significant corporate actions taken by the Company or its subsidiaries will require the prior written consent of the Brookwood Parties.

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The Brookwood Parties directly and indirectly owns 72.6% of the economic and voting interests in Ultimate Parent. Accordingly, the Company will consolidate the financial results of Ultimate Parent and report a non-controlling interest in the Company’s consolidated financial statements related to the interest held by the existing Ultimate Parent owners.

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