Description of Business

9 Months Ended

Sep. 30, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

1.	Description of Business

Yesway, Inc. (“Yesway”) was incorporated in Delaware on April 23, 2021. Pursuant to a reorganization into a holding company structure, Yesway is a holding company, and its principal asset is a controlling equity interest in BW Ultimate Parent, LLC (“Ultimate Parent”) as of the closing of its initial public offering (the “IPO”). As the sole managing member of Ultimate Parent, Yesway operates and controls all of the business and affairs of Ultimate Parent and, through Ultimate Parent and its subsidiaries, conducts its business.

As of September 30, 2026, Yesway and its subsidiaries (the “Company”) operate 422 convenience stores in eight states and one liquor store. This reflects the disposal of its Iowa and Kansas convenience stores during the three months ended September 30, 2026, as discussed further in Note 3. Assets and Liabilities Held for Sale. Since inception, the Company has grown through acquisition and construction of new stores.

The Company’s convenience stores offer a broad selection of merchandise, fuel, and other products and services designed to appeal to the convenience needs of the Company’s customers. The Company has funded its operations, acquisitions, and construction costs primarily with proceeds from funds raised by the Company, the issuance of redeemable senior preferred membership interests, financing from build-to-suit landlords, as well as credit facilities from its banks.

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 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 of the net proceeds it received from the sale of LLC Interests to Yesway, Inc. to fully redeem the Redeemable Senior Preferred Member Interests and $10,000 of the net proceeds to pay down its Revolving Credit Facility.

Transactions

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

●

Yesway’s certificate of incorporation was amended and restated to, among other things, (i) create a class of common stock designated as Class A common stock with voting and economic rights, (ii) reclassify the existing shares of common stock into shares of Class A common stock, and (iii) create a class of common stock designated as Class B common stock, with voting rights but no economic rights.

●

Yesway acquired the Blocker Companies, which were owners of LLC Interests in Ultimate Parent prior to the Transactions and are taxable as corporations for U.S. federal income tax purposes. Yesway issued to the Blocker Companies’ owners 15,085,561 shares of Class A common stock of the Company, and the Blocker Companies merged with and into Yesway’s wholly owned merger subsidiaries, with Yesway’s merger subsidiaries surviving;

●

Yesway issued 32,009,185 shares of Class B common stock to the continuing equity owners of Ultimate Parent (the “Continuing Equity Owners”), which is equal to the number of LLC Interests held directly or indirectly by such Continuing Equity Owners immediately prior to the IPO; and

●

Ultimate Parent’s limited liability agreement (“LLC Agreement”) was amended and restated to, among other things, (i) recapitalize all existing ownership interests in the Ultimate Parent into a single class of common units (“LLC Interests”), (ii) exchange all of the then existing membership interests of the holders of Ultimate Parent into LLC Interests, and (iii) appoint the Company as the sole managing member of Ultimate Parent upon its acquisition of LLC Interests.

Amended and Restated Certificate of Incorporation

Yesway’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.