STOCK TITAN
  1. Home
  2. Sec-filings
  3. YSWY
  4. [8-K] Yesway, Inc. Reports Material Event

Yesway (YSWY) IPO raises $322M and installs new post-IPO structure

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Yesway, Inc. completed its initial public offering of Class A common stock and related restructuring steps. The company sold 14,000,000 Class A shares at $20.00 per share, plus 2,100,000 additional shares under an underwriters’ option, for total gross proceeds of $322,000,000 before underwriting discounts and commissions.

In connection with the IPO, Yesway issued 15,085,561 Class A shares to Blocker Shareholders as merger consideration and 32,009,185 Class B shares to Continuing Equity Owners for nominal consideration. The company adopted an amended and restated charter and bylaws authorizing 500,000,000 Class A shares, 150,000,000 Class B shares and 10,000,000 preferred shares, entered into tax receivable, stockholders and registration rights agreements, and installed a post-IPO board and committee structure.

Positive

  • Significant equity capital raised: Yesway sold 14,000,000 Class A shares at $20.00 per share plus 2,100,000 shares via the underwriters’ option, generating total gross proceeds of $322,000,000 before underwriting discounts and commissions.

Negative

  • None.

Insights

Yesway’s IPO raises substantial new equity capital and finalizes its post-IPO structure.

Yesway priced its IPO at $20.00 per share, selling 14,000,000 Class A shares plus 2,100,000 under the underwriters’ option, for aggregate gross proceeds of $322,000,000. This significantly increases permanent equity capital and moves the company onto the public markets.

The share issuances to Blocker Shareholders and Continuing Equity Owners align the pre-IPO ownership structure, while the amended charter authorizes large capacities of Class A and Class B shares and preferred stock. New tax receivable, stockholders and registration rights agreements, together with a fully populated board and committees effective April 21, 2026, establish the company’s long-term governance and economic arrangements.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Primary IPO shares 14,000,000 shares Class A Common Stock sold at $20.00 per share
IPO gross proceeds $280,000,000 From 14,000,000 Class A shares at $20.00
Underwriters’ option shares 2,100,000 shares Additional Class A shares sold under 30-day option
Option gross proceeds $42,000,000 From sale of 2,100,000 Class A shares
Total IPO gross proceeds $322,000,000 Combined base offering and underwriters’ option
Blocker Shareholder Class A issuance 15,085,561 shares Class A shares issued as Blocker Merger consideration
Continuing Equity Owners Class B issuance 32,009,185 shares Class B shares issued for aggregate nominal consideration
Authorized share counts 500M Class A, 150M Class B, 10M preferred Capital stock authorized in amended charter
Tax Receivable Agreement financial
"a Tax Receivable Agreement, dated April 21, 2026, by and among the Company, BW Ultimate Parent, LLC, the TRA Parties"
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
Registration Rights Agreement financial
"a Registration Rights Agreement, dated April 21, 2026, by and among the Company and each other Person identified"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Stockholders Agreement financial
"a Stockholders Agreement, dated April 21, 2026, by and among the Company and the Brookwood Parties"
Amended and Restated Certificate of Incorporation regulatory
"Amended and Restated Certificate of Incorporation of Yesway, Inc."
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
Blocker Mergers financial
"shares of Class A Common Stock issued to the Blocker Shareholders were issued as consideration for the Blocker Mergers"
Understanding 8-K Material Events →

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K 

 

 

 

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d) 

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): April 21, 2026

 

 

Yesway, Inc.

(Exact name of registrant as specified in its charter)

 

 

         
Delaware   001-43243   86-3446060

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

   

2301 Eagle Parkway 

Fort Worth, TX 76177

(Address of registrant’s principal executive offices, including zip code)

 

(682) 428-2400 

(Registrant’s telephone number, including area code)  

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). 

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). 

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). 

 

Securities registered pursuant to Section 12(b) of the Act:

         
Title of each class  

Trading

Symbol(s) 

  

Name of each exchange

on which registered

Class A Common Stock, $0.0001 par value per share   YSWY   The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01.Entry into a Material Definitive Agreement.

 

In connection with the initial public offering (the “Offering”) by Yesway, Inc. (the “Company”) of its Class A common stock, par value $0.0001 (the “Class A Common Stock”), described in the prospectus (the “Prospectus”), dated April 21, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-294679) (as amended, the “Registration Statement”), the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Registration Statement:

 

  •

a Tax Receivable Agreement, dated April 21, 2026, by and among the Company, BW Ultimate Parent, LLC, the TRA Parties (as defined therein), the Brookwood Nominee (as defined therein), and each of the other Persons (as defined therein) from time to time party thereto, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference;

 

  • a Fourth Amended and Restated Limited Liability Company Agreement of BW Ultimate Parent, LLC, dated April 21, 2026, by and among BW Ultimate Parent, LLC, the Company and the other Members (as defined therein), a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference;

 

  •

a Stockholders Agreement, dated April 21, 2026, by and among the Company and the Brookwood Parties (as defined therein), a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference; and

 

  • a Registration Rights Agreement, dated April 21, 2026, by and among the Company and each other Person identified on the Schedule of Holders (as defined therein) attached thereto, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described in the Prospectus.

 

Item 3.02Unregistered Sales of Equity Securities.

 

On April 21, 2026, the Company issued (i) to the Blocker Shareholders (as defined in the Prospectus), 15,085,561 shares of Class A Common Stock of the Company, and (ii) to the Continuing Equity Owners (as defined in the Prospectus), 32,009,185 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), as contemplated by the Transactions described in the Prospectus. The shares of Class A Common Stock issued to the Blocker Shareholders were issued as consideration for the Blocker Mergers (as defined in the Prospectus). The shares of Class B Common Stock were issued for aggregate nominal consideration equal to the par value of such shares.

 

No underwriters were involved in the issuance and sale of such shares of Class A Common Stock or Class B Common Stock.

 

Item 3.03Material Modifications to Rights of Security Holders.

 

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective April 21, 2026, Thomas W. Brown, Shauna J. Clark, Ronald C. Lewis, Greg M. Papazian and Jill A. Soltau (collectively, the “Elected Directors”) were elected to the board of directors of the Company. Ms. Soltau, Mr. Lewis and Ms. Clark will serve on the Company’s audit committee. Mr. Brown, Mr. Lewis and Mr. Papazian will serve on the Company’s nominating and corporate governance committee. Ms. Clark, Mr. Papazian and Ms. Soltau will serve on the Company’s compensation committee. Biographical information regarding the Elected Directors has previously been reported by the Company in the Prospectus.

 

 

 

 

Ms. Clark, Mr. Lewis, Mr. Papazian and Ms. Soltau will participate in the Company’s non-employee director compensation program as described under the “Non-Employee Director Compensation Policy” section in the Prospectus. Each of the Elected Directors has entered into an indemnification agreement with the Company, dated April 21, 2026.

 

Mr. Brown, Mr. Papazian and Thomas N. Trkla will serve as the Company’s initial Brookwood Directors pursuant to the Stockholders Agreement.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 21, 2026, the Company amended and restated its articles of incorporation (the “Charter”) with the Secretary of State of the State of Delaware, in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s amended and restated bylaws (the “Bylaws”), in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective. The Charter, among other things, provides that the Company’s authorized capital stock consists of 500,000,000 shares of Class A Common Stock, 150,000,000 shares of Class B common stock and 10,000,000 shares of preferred stock. A description of the Company’s capital stock, after giving effect to the adoption of the Charter and Bylaws, has previously been reported by the Company in the Registration Statement. The Charter and Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

 

Item 8.01Other Events.

 

On April 23, 2026, the Company completed the Offering of 14,000,000 shares of its Class A Common Stock at a price to the public of $20.00 per share, pursuant to the Prospectus. The gross proceeds to the Company from the sale of such shares in the Offering were $280,000,000, before deducting underwriting discounts and commissions. The Company also granted the underwriters an option (the “Option”) to purchase up to an additional 2,100,000 shares of Class A Common Stock at the same price for a period of 30 days following April 21, 2026. The underwriters exercised the Option in full on April 24, 2026, and the sale of the 2,100,000 shares of Class A Common Stock to the underwriters closed on April 27, 2026. The gross proceeds to the Company from the sale of such shares pursuant to the Option were $42,000,000, before deducting underwriting discounts and commissions.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

     
Exhibit No.   Description
   
3.1   Amended and Restated Certificate of Incorporation of Yesway, Inc.
3.2   Amended and Restated Bylaws of Yesway, Inc.
10.1   Tax Receivable Agreement, dated April 21, 2026, by and among Yesway, Inc., BW Ultimate Parent, LLC, the TRA Parties, the Brookwood Nominee, and each of the other Persons from time to time party thereto.
   
10.2§+   Fourth Amended and Restated Limited Liability Company Agreement of BW Ultimate Parent, LLC, dated April 21, 2026, by and among BW Ultimate Parent, LLC, Yesway, Inc. and the other Members.
   
10.3§   Stockholders Agreement, dated April 21, 2026, by and among Yesway, Inc. and the Brookwood Parties.
   
10.4   Registration Rights Agreement, dated April 21, 2026, by and among Yesway, Inc. and each other Person identified on the Schedule of Holders attached thereto.
     
 
§ Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K, Item 601(a)(6).
   
+ Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

       
  YESWAY, INC.
     
  By:  

/s/ Ericka L. Ayles

  Name:   Ericka L. Ayles
  Title:   Chief Financial Officer and Treasurer

Date: April 27, 2026

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Yesway (YSWY) announce regarding its initial public offering?

Yesway completed its initial public offering of Class A common stock. It sold 14,000,000 shares at $20.00 per share, plus 2,100,000 additional shares under an underwriters’ option, establishing itself as a publicly traded company on The Nasdaq Global Select Market.

How much capital did Yesway (YSWY) raise in its IPO?

Yesway’s IPO generated gross proceeds of $280,000,000 from 14,000,000 Class A shares at $20.00 per share. The underwriters’ full exercise of a 2,100,000-share option added $42,000,000, bringing total gross proceeds to $322,000,000 before underwriting discounts and commissions.

What new shares did Yesway (YSWY) issue to existing owners at the IPO?

On April 21, 2026, Yesway issued 15,085,561 Class A shares to Blocker Shareholders as consideration for Blocker Mergers. It also issued 32,009,185 Class B common shares to Continuing Equity Owners for aggregate nominal consideration equal to par value, as described in the company’s prospectus.

What changes did Yesway (YSWY) make to its charter and capital structure?

Yesway adopted an amended and restated certificate of incorporation and bylaws. The charter authorizes 500,000,000 shares of Class A common stock, 150,000,000 shares of Class B common stock and 10,000,000 shares of preferred stock, defining the company’s post-IPO capital structure and governance framework.

Which key agreements did Yesway (YSWY) enter into around the IPO?

Yesway entered into a Tax Receivable Agreement, a Fourth Amended and Restated LLC Agreement for BW Ultimate Parent, LLC, a Stockholders Agreement, and a Registration Rights Agreement. These agreements govern tax sharing, governance, ownership rights, and future registration rights for certain equity holders.

What board and committee changes did Yesway (YSWY) disclose?

Effective April 21, 2026, Yesway elected Thomas W. Brown, Shauna J. Clark, Ronald C. Lewis, Greg M. Papazian and Jill A. Soltau as directors. They were assigned to audit, nominating and corporate governance, and compensation committees, forming the company’s initial post-IPO board leadership structure.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

Other Documents