Yesway, Inc.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the Transactions, including the consummation of this offering, expected growth, future capital expenditures and debt service obligations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms, such as “may,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

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volatility in the global prices and availability of oil and petroleum products and general economic conditions that are out of our control, including interest rates;

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our ability to maintain an adequate pipeline of suitable locations for new stores;

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our ability to successfully implement our rapid growth strategy;

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our ability to maintain an adequate pipeline of suitable locations for new stores and manage the risks associated with new store development;

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our ability to successfully recruit, hire, and retain qualified personnel;

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our dependence upon market acceptance by consumers and our failure to offer products that meet our existing customers’ taste and attract new customers;

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changes to wage regulations and other employment and labor laws;

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changes in demand for fuel-based modes of transportation and advancements in technologies, such as hybrid and electric vehicles, that significantly reduce fuel consumption related to the public’s current general approach with regard to climate change and the effects of greenhouse gas emissions, among others;

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our dependence on a limited number of suppliers for the majority of our gross fuel purchases and merchandise;

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operational hazards and risks normally associated with the marketing of petroleum products, as well as hazards and risks relating to the physical effects of weather and climate change;

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changes to tobacco legislation, potential court rulings affecting the tobacco industry, campaigns to discourage smoking, increases in tobacco and nicotine products taxes and wholesale cost increases of tobacco and nicotine products; and

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the significant influence that Brookwood will continue to have over us after the Transactions, including control over decisions that require the approval of stockholders.

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