Stockholders' Equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Stockholders' Equity Note [Abstract] | |
| Stockholder's Equity | 9. Stockholders’ Equity Equity structure prior to IPO and Transactions The Company historically conducted business through Ultimate Parent and its subsidiaries. Yesway, Inc. was formed to become the holding company of Ultimate Parent and had one class of common stock with par value of $0.01 and 100 shares authorized, issued, and outstanding held by the manager of Ultimate Parent’s Board of Directors. Yesway, Inc. incurred minimal expenses for audit, tax compliance, and bank fees from its inception on April 23, 2021 which were reimbursed by Ultimate Parent through an expense sharing agreement. The outstanding shares were exchanged for one share of Class A common stock at the date of the IPO and Transactions. Amendment and Restatement of Certificate of Incorporation On April 21, 2026, the Company filed an Amended and Restated Certificate of Incorporation authorizing 500,000,000 shares of Class A common stock, par value $0.0001, 150,000,000 shares of Class B common stock, par value $0.0001, 10,000,000 shares of preferred stock, par value of $0.0001. Holders of Class A common stock and Class B common stock are entitled to one per share and, except as otherwise required, will vote together as a single class on all matters presented to stockholders for their vote or approval, except for certain amendments to the amended and restated certificate of incorporation or as otherwise required by applicable law or the amended and restated certificate of incorporation. Upon dissolution or liquidation, after full payment of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the remaining funds of the Company available for distribution will be divided among the holders of all outstanding shares of Class A and Class B common stock such that the holders shall each be entitled to receive par value per share. Shares of Class A and Class B common stock do not have preemptive, subscription, redemption, or conversion rights. Class A common stock Holders of Class A common stock are entitled to declared dividends and pro rata distribution of remaining available assets upon liquidation. 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). At June 30, 2026, there were 31,185,561 shares of Class A common stock issued and outstanding. Class B common stock Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon liquidation, dissolution, or winding up of the Company other than a return of par value. Shares of Class B common stock will be issued in the future only to the extent necessary to maintain a one-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock issued to the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be cancelled on a one-for-one basis if an existing LLC Interests 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. At June 30, 2026, there were 32,009,185 shares of Class B common stock issued and outstanding. Preferred stock The Company’s board of directors is authorized to direct the Company to issue one or more series of preferred stock and may determine with respect to any preferred stock, the powers, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each series of preferred stock. As of June 30, 2026, no series of preferred stock have been issued.
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