Yesway (YSWY) insider granted large equity awards and LLC interests
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Yesway, Inc. director and ten percent owner Thomas N. Trkla reported multiple equity awards and restructurings involving Class A and Class B Common Stock and related LLC interests. Direct holdings include 1,080,000 shares of Class A Common Stock and 267,804 shares of Class B Common Stock acquired at a stated price of $0.00 per share as grant or award transactions.
Indirect holdings are shown through entities such as Brookwood Financial Partners, LLC with 15,085,561 shares of Class A Common Stock and BW Gas & Convenience Aggregator II, L.P. with 19,735,435 shares of Class B Common Stock. Footnotes state Mr. Trkla has controlling interests in these entities and may be deemed to share beneficial ownership of their positions.
The filing also describes awards of restricted stock units and performance-based restricted stock units that each represent a right to receive one share of Class A Common Stock. Time-based RSUs vest in three equal installments on each of the first three anniversaries of the registration statement’s effectiveness, while PSUs vest in tranches tied to stock-price hurdles of 1.5x and 2.0x the initial offering price and second and third anniversaries, with unvested PSUs forfeited if conditions are not met by the fifth anniversary. LLC Interests in BW Ultimate Parent, LLC are redeemable at any time on a 1-to-1 basis for Class A Common Stock, with a corresponding number of Class B shares forfeited on redemption.
Positive
- None.
Negative
- None.
Insider Trade Summary
15 transactions reported
Mixed
15 txns
Insider
TRKLA THOMAS N.
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 1,080,000 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 1,080,000 | $0.00 | -- |
| Grant/Award | LLC Interests | 267,804 | $0.00 | -- |
| Grant/Award | LLC Interests | 9,367,808 | $0.00 | -- |
| Grant/Award | LLC Interests | 19,735,435 | $0.00 | -- |
| Grant/Award | LLC Interests | 1,686,923 | $0.00 | -- |
| Grant/Award | LLC Interests | 70,777 | $0.00 | -- |
| Grant/Award | LLC Interests | 10,712 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 267,804 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 15,085,561 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 9,367,808 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 19,735,435 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 1,686,923 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 70,777 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 10,712 | $0.00 | -- |
Holdings After Transaction:
Class A Common Stock — 1,080,000 shares (Direct, null);
LLC Interests — 267,804 shares (Direct, null);
LLC Interests — 9,367,808 shares (Indirect, By BW Gas & Convenience Aggregator, L.P.);
Class B Common Stock — 267,804 shares (Direct, null);
Class A Common Stock — 15,085,561 shares (Indirect, By Brookwood Financial Partners, LLC);
Class B Common Stock — 9,367,808 shares (Indirect, By BW Gas & Convenience Aggregator, L.P.)
Footnotes (1)
- Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering (the "Registration Statement"). These securities were previously reported on a Form 3 filed by the Reporting Person. Mr. Trkla has a controlling interest in Brookwood Financial Partners, LLC, and as a result, may be deemed to share beneficial ownership of the securities held of record by Brookwood Financial Partners, LLC. Mr. Trkla has a controlling interest in the general partner of BW Gas & Convenience Aggregator, L.P. ("Aggregator I"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Aggregator I. Mr. Trkla has a controlling interest in the general partner of BW Gas & Convenience Aggregator II, L.P. ("Aggregator II"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Aggregator II. Mr. Trkla has a controlling interest in the general partner of BW Gas & Convenience Aggregator III, L.P. ("Aggregator III"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Aggregator III. Represents securities that were inadvertently reported as directly held on a Form 3 filed by the Reporting Person. Mr. Trkla is trustee of TNT 2011 Irrevocable Trust DTD, and as a result, may be deemed to share beneficial ownership of the securities held of record by TNT 2011 Irrevocable Trust DTD. Represents securities that were inadvertently reported as directly held on a Form 3 filed by the Reporting Person. Mr. Trkla has a controlling interest in Brookwood Financial Co., Inc., and as a result, may be deemed to share beneficial ownership of the securities held of record by Brookwood Financial Co., Inc. Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs will vest in equal installments on each of the first three anniversaries of the date of effectiveness of the Registration Statement. Represents an award of performance-based restricted stock units (the "PSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PSUs will be eligible to vest 50% on the later of (i) the first day following the date on which the 30-day volume weighted average market price of a share of Class A Common Stock equals or exceeds 1.5x the initial offering price per share of Class A Common Stock and (ii) the second anniversary of the date of effectiveness of the Registration Statement; and the remaining 50% will be eligible to vest on the later of (i) the first day following the date on which the 30-day volume weighted average market price of a share of Class A Common Stock equals or exceeds 2.0x the initial offering price per share of Class A Common Stock and (ii) the third anniversary of the date of effectiveness of the Registration Statement (with no linear interpolation if the market price falls between the two stock price hurdles). If these vesting conditions are not met by the fifth anniversary of the date of effectiveness of the Registration Statement, any unvested PSUs will be forfeited automatically for no consideration. The membership units of BW Ultimate Parent, LLC (the "LLC Interests") may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forfeited in connection with the redemption. The LLC Interests have no expiration date.
Key Figures
Direct Class A holdings: 1,080,000 shares
Direct Class B holdings: 267,804 shares
Brookwood Class A holdings: 15,085,561 shares
+5 more
8 metrics
Direct Class A holdings
1,080,000 shares
Class A Common Stock directly held following grant/award acquisitions
Direct Class B holdings
267,804 shares
Class B Common Stock directly held following grant/award acquisitions
Brookwood Class A holdings
15,085,561 shares
Class A Common Stock held by Brookwood Financial Partners, LLC
Aggregator II Class B holdings
19,735,435 shares
Class B Common Stock held by BW Gas & Convenience Aggregator II, L.P.
LLC Interests (direct)
267,804 interests
LLC Interests directly held, redeemable 1-to-1 for Class A shares
Aggregator III LLC Interests
1,686,923 interests
LLC Interests held by BW Gas & Convenience Aggregator III, L.P.
IPO price hurdles
1.5x and 2.0x initial offering price
Stock-price hurdles for performance-based RSU vesting
PSU forfeiture deadline
Fifth anniversary
Unvested PSUs forfeited if vesting conditions unmet by fifth anniversary
Key Terms
restricted stock units, performance-based restricted stock units, volume weighted average market price, initial public offering, +2 more
6 terms
restricted stock units financial
"Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"Represents an award of performance-based restricted stock units (the "PSUs"), each of which represents"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
volume weighted average market price financial
"the 30-day volume weighted average market price of a share of Class A Common Stock equals or exceeds"
initial public offering financial
"Issuer's reorganization in connection with its initial public offering, as described in the registration statement"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
beneficial ownership financial
"may be deemed to share beneficial ownership of the securities held of record"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
LLC Interests financial
"The membership units of BW Ultimate Parent, LLC (the "LLC Interests") may be redeemed"
FAQ
What insider transactions did Yesway (YSWY) report for Thomas N. Trkla?
Yesway reported that Thomas N. Trkla acquired multiple equity positions through grant or award transactions in Class A and Class B Common Stock and related LLC interests at a stated price of $0.00 per share, reflecting equity awards and reorganization-related allocations across his direct and indirect holdings.
What are the key terms of the Yesway (YSWY) restricted stock units reported?
The filing describes time-based restricted stock units (RSUs), each representing a contingent right to one Class A share. These RSUs vest in equal installments on each of the first three anniversaries of the registration statement’s effectiveness, aligning vesting with multi-year service and the company’s public listing timeline.
How do the Yesway (YSWY) performance-based RSUs (PSUs) vest for Thomas N. Trkla?
The performance-based RSUs vest based on share price hurdles and time. Half become eligible when the 30-day volume weighted average price reaches at least 1.5x the initial offering price and after the second anniversary; the rest require 2.0x and the third anniversary, with forfeiture after the fifth anniversary if unmet.
What are the LLC Interests linked to Yesway (YSWY) and how can they be redeemed?
The filing describes LLC Interests in BW Ultimate Parent, LLC, each redeemable at any time on a 1-to-1 basis for Yesway Class A Common Stock. Upon redemption, a corresponding number of Class B shares is forfeited, and the LLC Interests have no stated expiration date.