Income Taxes |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | 18. Income Taxes The Company is taxed as a subchapter C corporation and is subject to U.S. Federal, state, and local taxes. The Company’s sole material asset is its ownership of Ultimate Parent, which is a limited liability company that is taxed as a partnership for U.S. federal and certain state and local income tax purposes. Ultimate Parent’s allocable share of taxable income and related tax credits, if any, are passed through to its unit holders, including the Company, and are included in the unit holders’ tax returns. Income tax expense was $6,197 for both the three and six months ended June 30, 2026, compared to $158 for the comparable 2025 periods. The increase primarily relates to the Company’s transition to a taxable C corporation following the IPO on April 23, 2026. Prior to the IPO, substantially all income was generated by Ultimate Parent, which is treated as a partnership for U.S. federal income tax purposes and generally was not subject to entity-level income taxes. The effective tax rate for the three and six months ended June 30, 2026, was 17.3% and 9.4%, respectively, compared to 0.7% and 0.8% for the comparable 2025 periods. The 2026 effective tax rates were lower than the U.S. federal statutory rate of 21% primarily because a significant portion of the Company’s earnings is attributable to noncontrolling interests that are not subject to tax at Yesway, Inc. The results from the three and six months ended June 30, 2025, do not reflect significant income tax expense because prior to the Transactions, the consolidated Ultimate Parent pass-through-entity was not subject to corporate tax. As of the three and six months ended June 30, 2026, our deferred tax assets were primarily the result of our net operating loss carryforwards, interest limitation carryforwards, and deductible interest related to the tax receivable agreement, and our deferred tax liabilities were primarily the result of our investment in Ultimate Parent. Certain tax attributes remain subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986 as a result of the historical acquisitions. We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of a deferred tax may not be realized. As of June 30, 2026, we concluded, based on the weight of all available positive and negative evidence, that all but an immaterial amount of our deferred tax assets are more likely than not to be realized. As such, no material valuation allowance was recognized. The Company regularly monitors its uncertain tax positions, and as of June 30, 2026, there were no material uncertain tax benefits that, if realized, would affect the estimated annual effective tax rate, nor were there positions for which it is reasonably possible that the total amount of uncertain tax benefits will significantly increase or decrease within the next 12 months. |