Yesway director awarded new equity stakes

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.

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.

Insider Trade Summary

Grant/Award: 79,524,479 shares

Grant/Award 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	$0.00
Grant/Award	Class A Common Stock	1,080,000	$0.00	$0.00
Grant/Award	LLC Interests	267,804	$0.00	$0.00
Grant/Award	LLC Interests	9,367,808	$0.00	$0.00
Grant/Award	LLC Interests	19,735,435	$0.00	$0.00
Grant/Award	LLC Interests	1,686,923	$0.00	$0.00
Grant/Award	LLC Interests	70,777	$0.00	$0.00
Grant/Award	LLC Interests	10,712	$0.00	$0.00
Grant/Award	Class B Common Stock	267,804	$0.00	$0.00
Grant/Award	Class A Common Stock	15,085,561	$0.00	$0.00
Grant/Award	Class B Common Stock	9,367,808	$0.00	$0.00
Grant/Award	Class B Common Stock	19,735,435	$0.00	$0.00
Grant/Award	Class B Common Stock	1,686,923	$0.00	$0.00
Grant/Award	Class B Common Stock	70,777	$0.00	$0.00
Grant/Award	Class B Common Stock	10,712	$0.00	$0.00

Holdings After Transaction: LLC Interests — 267,804 contracts (Direct); LLC Interests — 9,367,808 contracts (Indirect, By BW Gas & Convenience Aggregator, L.P.); LLC Interests — 19,735,435 contracts (Indirect, By BW Gas & Convenience Aggregator II, L.P.); LLC Interests — 1,686,923 contracts (Indirect, By BW Gas & Convenience Aggregator III, L.P.); LLC Interests — 70,777 contracts (Indirect, By TNT 2011 Irrevocable Trust DTD); LLC Interests — 10,712 contracts (Indirect, By Brookwood Financial Co., Inc.); Class B Common Stock — 267,804 shares (Direct); 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.); Class B Common Stock — 19,735,435 shares (Indirect, By BW Gas & Convenience Aggregator II, L.P.); Class B Common Stock — 1,686,923 shares (Indirect, By BW Gas & Convenience Aggregator III, L.P.); Class B Common Stock — 70,777 shares (Indirect, By TNT 2011 Irrevocable Trust DTD); Class B Common Stock — 10,712 shares (Indirect, By Brookwood Financial Co., Inc.); Class A Common Stock — 2,160,000 shares (Direct)

Footnotes (11)

1. F1. 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.
2. F2. 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.
3. F3. 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.
4. F4. 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.
5. F5. 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.
6. F6. 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.
7. F7. 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.
8. F8. 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.
9. F9. 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).
10. F10. 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.
11. F11. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many Yesway (YSWY) Class A shares does Thomas N. Trkla hold directly and indirectly?

Directly, Trkla holds 1,080,000 Class A shares following the reported grants. Indirectly, entities he controls include Brookwood Financial Partners, LLC, which holds 15,085,561 Class A shares, and several BW Gas & Convenience Aggregator entities with large positions referenced in the filing’s transaction tables.

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.

How is beneficial ownership of Yesway (YSWY) shares attributed among Thomas N. Trkla’s entities?

Footnotes explain that Trkla has controlling interests in several entities, including Brookwood Financial Partners, LLC and BW Gas & Convenience Aggregator partnerships. As a result, he may be deemed to share beneficial ownership of securities those entities hold, even though they are recorded in the entities’ names.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/28/2026 - 04:20 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TRKLA THOMAS N.

(Last) (First) (Middle)

C/O YESWAY, INC.

2301 EAGLE PARKWAY

(Street)

FORT WORTH TEXAS 76177

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Yesway, Inc. [ YSWY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	04/21/2026		A(1)		267,804	A	(1)	267,804	D
Class A Common Stock	04/21/2026		A(1)		15,085,561	A	(1)	15,085,561	I	By Brookwood Financial Partners, LLC(2)
Class B Common Stock	04/21/2026		A(1)		9,367,808	A	(1)	9,367,808	I	By BW Gas & Convenience Aggregator, L.P.(3)
Class B Common Stock	04/21/2026		A(1)		19,735,435	A	(1)	19,735,435	I	By BW Gas & Convenience Aggregator II, L.P.(4)
Class B Common Stock	04/21/2026		A(1)		1,686,923	A	(1)	1,686,923	I	By BW Gas & Convenience Aggregator III, L.P.(5)
Class B Common Stock	04/21/2026		A(1)		70,777	A	(1)	70,777	I	By TNT 2011 Irrevocable Trust DTD(6)
Class B Common Stock	04/21/2026		A(1)		10,712	A	(1)	10,712	I	By Brookwood Financial Co., Inc.(7)
Class A Common Stock	04/24/2026		A		1,080,000(8)	A	$0	1,080,000	D
Class A Common Stock	04/24/2026		A		1,080,000(9)(10)	A	$0	2,160,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Interests	(11)	04/21/2026		A(1)			267,804	(11)	(11)	Class A Common Stock	267,804	$0	267,804	D
LLC Interests	(11)	04/21/2026		A(1)			9,367,808	(11)	(11)	Class A Common Stock	9,367,808	$0	9,367,808	I	By BW Gas & Convenience Aggregator, L.P.(3)
LLC Interests	(11)	04/21/2026		A(1)			19,735,435	(11)	(11)	Class A Common Stock	19,735,435	$0	19,735,435	I	By BW Gas & Convenience Aggregator II, L.P.(4)
LLC Interests	(11)	04/21/2026		A(1)			1,686,923	(11)	(11)	Class A Common Stock	1,686,923	$0	1,686,923	I	By BW Gas & Convenience Aggregator III, L.P.(5)
LLC Interests	(11)	04/21/2026		A(1)			70,777	(11)	(11)	Class A Common Stock	70,777	$0	70,777	I	By TNT 2011 Irrevocable Trust DTD(6)
LLC Interests	(11)	04/21/2026		A(1)			10,712	(11)	(11)	Class A Common Stock	10,712	$0	10,712	I	By Brookwood Financial Co., Inc.(7)

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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).

10. 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.

11. 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.

Remarks:

Chairman, President and Chief Executive Officer

	/s/ Thomas N. Trkla	04/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)