Principles of consolidation

The accompanying unaudited Condensed Consolidated Financial Statements of the Company include the accounts of Ultimate Parent and its subsidiaries. All of Ultimate Parent’s subsidiaries are wholly-owned with the exception of RE Energy Company, LLC (“RE Energy”), which has a non-controlling interest with the right to receive distributions related to a patronage program of RE Energy’s fuel distributor. The Company consolidates Ultimate Parent as a variable interest entity (“VIE”) in accordance with FASB ASC Topic 810, Consolidation (“ASC 810”). ASC 810 requires the consolidation of VIEs in which the entity is defined as the primary beneficiary of the VIE. To be a primary beneficiary, an entity must have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, among other factors. The Company has assessed its variable interests in this entity and determined that the Company has the power to direct those activities. As a result, Ultimate Parent and its subsidiaries’ financial position and results of operations are consolidated in the Company’s accompanying unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Income. The assets and liabilities of Ultimate Parent represent substantially all of the consolidated assets and liabilities of Yesway, except for amounts related to the tax receivable agreement which are attributable to Yesway.

All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Among the estimates made by management are (i) estimated fair value of assets and liabilities acquired in a business combination or asset acquisition and identification of goodwill and intangible assets, (ii) assumptions used to evaluate goodwill, (iii) assumptions used to evaluate property and equipment and intangible assets for impairment, (iv) assumptions used to determine the fair value of leased properties, (v) accruals and contingent liabilities, and (vi) fair value of derivatives.

Although the Company believes its estimates are reasonable, actual results could differ from these estimates.

Accounts receivable and allowance for credit losses

Below is a summary of the receivable values at June 30, 2026, and December 31, 2025, with a beginning balance at January 1, 2025, for the amount of $22,128:


		June 30, 2026		December 31, 2025
Trade accounts receivable		$	34,791	$	23,707
Lottery accounts receivable			417		684
Other accounts receivable			395		294
Allowance for credit losses			(138)		(147)
Accounts receivable, net		$	35,465	$	24,538

At June 30, 2026, and December 31, 2025, all of the Company’s accounts receivable were classified as current assets and there were no non-standard payment terms.

Other current assets

The Company accounts for costs incurred for construction-in-progress under build-to-suit sale-leaseback arrangements (“BTS Arrangements”) within Other current assets in the accompanying unaudited Condensed Consolidated Balance Sheets. The costs consist primarily of payments made by the Company to purchase assets where the Landlords are the accounting owner. The costs are expected to be reimbursed by the Landlords throughout the construction period.


		June 30, 2026		December 31, 2025
BTS Arrangements - construction in progress		$	17,373	$	10,352
Other			4,257		2,883
Total other current assets		$	21,630	$	13,235

Impairment and disposal of long-lived assets

FASB ASC 360, Property, Plant and Equipment, addresses the reporting for the impairment or disposal of long-lived assets and does not apply to goodwill or intangible assets that are not being amortized and certain other long-lived assets. The Company has long-lived assets, primarily consisting of real property and improvements thereon, underground storage tanks, dispensing equipment, other personal property, and right-of-use assets. The Company evaluates intangible and

tangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company monitors closed and underperforming stores for an indication that the carrying amount of assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recognized to the extent the carrying value of the assets exceeds their estimated fair value. Fair value is based on management’s estimate of the amount that could be realized from the sale of assets in a current transaction between willing parties. The estimate is derived from offers, actual sale or disposition of assets subsequent to year end, and other indicators of fair value.

In determining whether an asset is impaired, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which for the Company is generally on a store-by-store basis.

Assets Held for Sale

The Company classifies assets and liabilities as held for sale when the below conditions are satisfied:

●

Management has approved and committed to a plan to sell the assets or disposal group.

●

The asset or disposal group is available for immediate sale in its present condition.

●

An active program to locate a buyer and other actions required to complete the sale have been initiated.

●

The sale of the asset or disposal group is probable and expected to be completed within one year.

●

The asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

●

It is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The assets and liabilities are classified as non-current when proceeds are expected to be used to re-pay long-term debt. The Company initially measures a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell and recognize any loss in the period in which the held for sale criteria are met. Gains are not recognized until the date of sale. The Company ceases depreciation and amortization of assets within a disposal group, upon their designation as held for sale and subsequently assesses fair value less any costs to sell at each reporting date until the asset or disposal group is no longer classified as held for sale.

Revenue recognition

Point in time

The Company recognizes retail sales of fuel and merchandise at the point in time of the sale to the customer when goods or services are exchanged for legal tender as the performance obligation has been satisfied. Sales taxes collected from customers and remitted to the government are recorded on a net basis in the accompanying unaudited Condensed Consolidated Financial Statements.

The Company evaluates whether it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or a net basis. In performing this analysis, the Company considers first whether it controls the goods before they are transferred to the customers and if it has the ability to direct the use of the goods or obtain benefits from them. The Company also considers the following indicators: (1) the primary obligor, (2) the latitude in establishing prices and selecting suppliers, and (3) the inventory risk borne by the Company before and after the goods have been transferred to the customer. When the Company acts as principal, revenue is recorded on a gross basis. When the Company acts as an agent, revenue is recorded on a net basis. The Company recognizes commissions and other service fees on the sale of lottery and gaming products, at the point in time of the sale to the customer.

The following table disaggregates the Company’s revenue by major source for the three and six months ended June 30, 2026, and June 30, 2025:


		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2026		2025		2026		2025
Fuel sales		$	673,138	$	440,822	$	1,137,443	$	840,999
Inside merchandise sales			240,104		230,078		453,781		425,182
Other revenues			7,532		6,773		13,180		11,810
Total revenues		$	920,774	$	677,673	$	1,604,404	$	1,277,991

Deferred revenue – loyalty program

The Company offers customer loyalty programs whereby participants can earn rewards based on their spending or other promotional activities redeemable towards certain merchandise or fuel. These programs create a performance obligation which requires us to defer a portion of sales revenue to the loyalty program participants until they redeem their awards. Earned rewards expire after an account is inactive for between one month and one year, depending on the program. The Company determines the loyalty reward obligations based on the relative standalone selling price. Liabilities for

unredeemed awards are accrued until redemption or expiration and, upon redemption and expiration, recorded as an adjustment to Other revenues.

Changes in the loyalty rewards program liability are included in Accrued expenses and other current liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets were as follows:


		June 30, 2026
Loyalty rewards liability, beginning balance		$	3,456
Revenue deferred			3,394
Revenue recognized			(3,207)
Loyalty rewards liability, ending balance		$	3,643

The Company expects all loyalty rewards outstanding as of June 30, 2026, to be recognized within one year.

Cost of goods sold (exclusive of depreciation and amortization)

The Company includes all costs incurred to acquire motor fuel and merchandise, including excise taxes, the costs of purchasing, storing, and transporting inventory prior to delivery to customers as Cost of goods sold (exclusive of depreciation and amortization) in the accompanying unaudited Condensed Consolidated Statements of Income. All depreciation and amortization of Property and equipment amounts are included in Depreciation, amortization, and accretion expense in the accompanying unaudited Condensed Consolidated Statements of Income.

Income Taxes

Income taxes

The Company is taxed as a subchapter C corporation and is subject to U.S. federal, state, and local income taxes on its share of allocable partnership income. The Company’s sole material asset is its ownership in 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.

In any period in which the Company acquires additional units of Ultimate Parent by means of an exchange transaction, the Company records related income tax effects as an adjustment to equity. (See Tax receivable liability below.)

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, which requires the asset and liability approach for financial accounting and reporting, including the recognition of deferred tax assets and liabilities for the expected tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would not be able to realize deferred taxes in the future, the Company would make an adjustment to the deferred tax asset valuation allowance, which would increase the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate selection with the related tax authority.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense in the accompanying Condensed Consolidated Statements of Income.

Concentration of suppliers

The Company procures most of its fuel products under branded fuel supply agreements with two major oil companies. The supply agreements provide formula-based pricing and minimum volume commitments. The Company’s branded fuel purchases totaled approximately 80% for both the three and six months ended June 30, 2026, respectively, and 83% and 84% for the three and six months ended June 30, 2025, and exceeded their minimum volume purchase commitments. The Company may also purchase unbranded fuel from other suppliers to supply unbranded sites. Fuel products are received at various fuel terminals throughout markets in which the Company operates and are transported to stores through common carriers. While the Company believes other fuel suppliers could supply product at similar or more favorable terms, there is a risk that an alternative supplier would not be immediately available or would not meet the current contracted pricing agreement, resulting in a material effect on the Company’s business, cost of goods sold, and results of operations.

The Company also purchased approximately 53% and 54% for the three and six months ended June 30, 2026, respectively, and 54% for both the three and six months ended June 30, 2025, of general merchandise and supplies from three wholesale grocers. While the Company believes other wholesale grocers could supply general merchandise at similar or more favorable terms, there is a risk an alternative supplier would not be immediately available or would not meet the current pricing resulting in a material effect on the Company’s business, costs of goods sold, and results of operations.

Equity-Based Compensation and Unit Incentive Plan

Equity-based compensation

Equity-based compensation is accounted for as an expense in accordance with ASC Topic 718, Stock Compensation, which requires compensation cost for the grant-date fair value of equity-based awards to be recognized over the requisite service periods. The Company uses the straight-line method to amortize all stock awards granted over the requisite service period of the award. The Company accounts for forfeitures when they occur, and any compensation expense previously recognized on unvested equity-based awards is reversed when forfeited.

The fair value of restricted stock units (“RSUs”) is based on the fair value of Class A common stock at the time of grant.

The fair value of performance stock units (“PSUs”) is estimated using a Monte Carlo simulation approach. These require management to make assumptions on the grant date, including the expected term of the award, the expected volatility of the Company’s Class A common stock calculated based on a period of time commensurate with the expected term of the award, risk-free interest rates, expected dividend yields of the Company’s Class A common stock, and the probability and timing of achieving the hurdle amount.

Unit incentive plan

Prior to the IPO, employees of the Company were eligible to participate in the Unit Incentive Plan (the “Plan”). The Plan was designed as profit interests for plan participants (the “Plan Participants”) to share in any future appreciation of the Company after the Members receive the agreed upon distribution of $762,110, thereby aligning the interests of Plan Participants with those of the Company’s Members. The Company authorized the issuance of up to 2.5% Series P

member interests (“Series P Interests”) for Plan Participants. Series P Interests were subject to vesting, repurchase rights upon cessation of employment, and other events defined within the Plan. Series P Interests vested over a 4-year period as long as the Participant has provided continuous employment, consulting, or other service to the Company, one of its Affiliates or an Affiliate through each vesting date. The Series P Interests were all fully vested as of December 31, 2024. Vested Series P Interests were exchanged for LLC Interests on a “value-for-value” basis based on the fair market value of the Series P Interests at the time of the IPO and Transactions and the Class A common stock price in the IPO, and taking into account applicable participating thresholds.

Lease accounting

Leases are classified and reported in accordance with FASB ASC 842, Leases (“ASC 842”). The Company leases certain properties under non-cancellable leases whose base terms are typically 10 to 20 years and generally provide options that permit renewals for additional periods. The Company recognizes a right-of-use asset representing its right to use the underlying assets for the lease term and a lease liability for the obligation to make lease payments. Both the right-of-use asset and lease liability are initially measured at the present value of the lease payments using the implicit rate in the lease agreement when it is readily determinable. When the implicit rate is not readily determinable, the Company uses its incremental borrowing rate of debt over the term of the lease. The Company includes lease payments from renewal options in the measurement of its right-of-use assets and lease liabilities when the renewal options are reasonably certain of exercise. Minimum lease payments are expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably expected to be exercised. In addition to minimum lease payments, certain leases provide for fixed or indexed-based increases and may also include additional payments based on the Company’s sales volumes. The Company is typically responsible for payment of real estate taxes, maintenance expenses, and insurance related to the leased properties. All variable-based increases or additional lease expenses are expensed as incurred and not included in the Company’s recognized lease liabilities.

The Company has elected to account for each lease component and its associated non-lease components as a single component and has allocated the contract consideration across lease components only.

Additionally, for each of the Company’s real estate transactions involving the leaseback of the related property from the buyer or affiliates of the buyer, the Company determines whether these transactions qualify as sale and leaseback transactions under ASC 842. A transaction involving a sale and leaseback will be accounted for as a sale if the buyer-lessor obtains control of the asset unless the leaseback would be classified as a finance lease or unless an option for the Company to repurchase the asset would preclude accounting as a sale. The Company considers various inputs and assumptions in assessing whether transactions involving a sale and leaseback should be accounted for as a sale, including whether the buyer-lessor has the significant risks and rewards of ownership, lease renewal options, and whether a repurchase option exists. For these transactions, the Company considers various inputs and assumptions including, but not

necessarily limited to, effective cost of funds, lease terms, renewal options, minimum lease payments, discount rates, economic life of the properties, the existence of a purchase option, and other rights and provisions in the purchase and sale agreement, lease, and other documentation to determine whether control has been transferred to the buyer or remains with the Company. A lease will be classified as direct financing if risks and rewards are conveyed without the transfer of control. Otherwise, the lease is treated as an operating lease.

In addition to the sale and leaseback transactions described above, the Company entered into BTS Arrangements for the construction of new stores. For BTS Arrangements, the Company may transfer land or partially constructed assets to the lessor and leaseback the underlying assets upon completion of construction. Only transactions for which the construction-in-progress asset is substantially similar to the completed asset leased back are in the scope of the sale and leaseback guidance. If the asset leased back is substantially different from that being sold, the transaction is assessed as a sale of a non-financial asset under FASB ASC 606, Revenue Recognition.

Under FASB ASC 842, BTS Arrangements require specific consideration to determine whether the Company is considered the accounting owner of the land and asset during the construction period. This determination requires the Company to evaluate whether the Company controls the land and assets being constructed, which includes having the ability to direct how and for what purpose the asset is used during the construction period, as well as bearing the majority of the risks and rewards of ownership. For these BTS Arrangements, the Company has determined the lessor has obtained control of the land during the construction period. Nonetheless, the Company remains the accounting owner of the land until lease commencement as sale treatment cannot be determined until the lease commences. Upon commencement of the lease, the Company applies the leaseback measurement guidance under ASC 842 described above.

Earnings per Share

Earnings per share

Basic earnings per share is calculated by dividing the net income by the weighted-average number of shares of the Company’s Class A common stock outstanding for the period, without consideration for potential dilutive shares of common stock. Shares of Class B common stock, RSUs, and PSUs are not entitled to receive any distributions or dividends and are, therefore, excluded from this presentation since they are not participating securities. The Company calculated diluted earnings per share using the treasury stock method for RSUs and the if-converted method for LLC Interests which are exchangeable at the Company’s election for the Company’s Class A common stock.

The Company did not include earnings per share for the pre-IPO period as part of its financial statements. All earnings prior to April 23, 2026, the completion of the IPO, were entirely allocable to the noncontrolling interests and, as a result, earnings per share information is not applicable for the reporting periods prior to this date. Consequently, only earnings per share for net income for periods including and subsequent to April 23, 2026, are presented.

Accounting Pronouncements Adopted During the Current Year and Not Yet Adopted

Accounting Pronouncements adopted during the current year

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard relates to estimating credit losses under CECL for current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606, Revenue from Contracts with Customers, including those acquired in a transaction accounted for under ASC 805, Business Combinations. The standard does not apply to other types of accounts receivable and loans. The standard provides a practical expedient to assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. Entities will still be required to adjust historical data used in the estimation to reflect current conditions. If elected, the practical expedient must be applied consistently to all eligible current accounts receivable and current contract assets. The Company adopted this standard on January 1, 2026, on a prospective basis. There was no impact on the Company’s financial statements or footnote disclosures as a result of adopting the practical expedient.

Recently Issued Accounting Pronouncements - Not yet Adopted

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations. The standard provides recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. The new guidance will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods and is to be adopted on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating ASU 2026-02 to determine its impact on financial and footnote disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting. The standard clarifies interim disclosure requirements and requires entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. The new guidance will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and is to be adopted on a prospective basis. Early adoption is permitted and may be applied either prospectively or retrospectively. The Company is currently evaluating ASU 2025-11 to determine its impact on financial and footnote disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general, and administrative, and research and development). The amendments will require public entities or private companies that are in the process of going public to disclose specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The new standard is effective for the Company’s annual periods beginning January 1, 2027, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted. The Company is currently evaluating this standard to determine its impact on the financial statements and footnote disclosures.