Yesway (YSWY) General Counsel granted RSUs, PSUs and LLC Interests
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Zernich Kurt M. reported acquisition or exercise transactions in this Form 4 filing.
Yesway, Inc. General Counsel and Secretary Kurt M. Zernich reported equity awards tied to the company’s initial public offering structure and long-term incentives. He received 198,000 shares of Class A Common Stock in a grant that brought his Class A holdings to 396,000 shares.
Additional awards include 198,000 restricted stock units that vest in three equal installments on each of the first three anniversaries of the registration statement’s effectiveness. He also received 198,000 performance-based RSUs that vest in two 50% tranches only if specific stock price hurdles of 1.5x and 2.0x the IPO price are met and time-based anniversaries are reached, or they forfeit after five years.
Zernich was also granted 77,089 shares of Class B Common Stock and 77,089 LLC Interests that can be redeemed on a 1-for-1 basis for Class A Common Stock, with a corresponding forfeiture of Class B shares, providing an additional path to future Class A ownership.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Zernich Kurt M.
Role
General Counsel and Secretary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 198,000 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 198,000 | $0.00 | -- |
| Grant/Award | LLC Interests | 77,089 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 77,089 | $0.00 | -- |
Holdings After Transaction:
Class A Common Stock — 198,000 shares (Direct, null);
LLC Interests — 77,089 shares (Direct, null);
Class B Common Stock — 77,089 shares (Direct, null)
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. 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
Class A grant: 198,000 shares
Class A holdings: 396,000 shares
Class B grant: 77,089 shares
+5 more
8 metrics
Class A grant
198,000 shares
Class A Common Stock granted on April 24, 2026 at $0.00
Class A holdings
396,000 shares
Class A Common Stock owned following one April 24, 2026 transaction
Class B grant
77,089 shares
Class B Common Stock awarded on April 21, 2026
LLC Interests grant
77,089 units
LLC Interests granted April 21, 2026, redeemable 1-for-1 into Class A
RSU vesting schedule
3 equal installments
Time-based RSUs vest on each of first three anniversaries of registration effectiveness
PSU tranches
50% / 50%
Performance-based RSUs vest in two equal tranches tied to price hurdles and anniversaries
Price hurdles
1.5x and 2.0x IPO price
30-day VWAP stock price conditions for PSU vesting
PSU forfeiture deadline
5th anniversary
Unvested PSUs automatically forfeit if conditions unmet by fifth anniversary of registration effectiveness
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 date on which the 30-day volume weighted average market price of a share of Class A Common Stock"
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.
registration statement on Form S-1 regulatory
"as described in the registration statement on Form S-1 relating to the initial public offering"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
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 Kurt M. Zernich?
Yesway reported that Kurt M. Zernich, its General Counsel and Secretary, received multiple equity awards. These included grants of Class A and Class B Common Stock, restricted stock units, performance-based RSUs, and LLC Interests, all awarded at a $0.00 price per share.
What are the vesting terms for Kurt M. Zernich’s Yesway (YSWY) restricted stock units?
Zernich’s restricted stock units vest in three equal installments on each of the first three anniversaries of the Form S-1 registration statement’s effectiveness, providing time-based incentives that align his compensation with the company’s multi-year performance horizon.
How do the performance-based RSUs for Yesway (YSWY) vest for Kurt M. Zernich?
The performance-based RSUs can vest in two 50% tranches if the 30-day volume weighted average price of Class A shares reaches at least 1.5x and 2.0x the IPO price, and specific second- and third-anniversary timing conditions are also satisfied.
What happens to unvested Yesway (YSWY) performance-based RSUs if targets are not met?
If the vesting conditions for the performance-based RSUs are not met by the fifth anniversary of the registration statement’s effectiveness, any unvested PSUs will automatically be forfeited, and the holder receives no consideration for those units.
What are Yesway (YSWY) LLC Interests and how can Kurt M. Zernich use them?
The LLC Interests are membership units of BW Ultimate Parent, LLC, redeemable at any time for Class A Common Stock on a 1-to-1 basis. When redeemed, a corresponding number of Class B Common Stock shares are forfeited, and the LLC Interests have no expiration date.