Yesway, Inc.

Yesway, Inc. (the “Company”) was incorporated in Delaware on April 23, 2021. Pursuant to a reorganization into a holding company structure, the Company is a holding company, and its principal asset is a controlling equity interest in BW Ultimate Parent, LLC (“Ultimate Parent”) as of the closing of its initial public offering (the “IPO”). As the sole managing member of Ultimate Parent, the Company will operate and control all of the business and affairs of Ultimate Parent and, through Ultimate Parent and its subsidiaries, conduct its business. The accompanying unaudited condensed financial statements and notes are as of March 31, 2026, and do not reflect the reorganization of the Company which occurred pursuant to the IPO as described in Note 8 – Subsequent Events.

Basis of Presentation

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations and should be read in conjunction with the Company’s latest audited annual financial statements.

In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2026, and December 31, 2025, and its results of operations for the three months ended March 31, 2026, and March 31, 2025, and cash flows for the three months ended March 31, 2026, and March 31, 2025.

Based on the Company’s expense sharing arrangement with Ultimate Parent (see Note 6), the funds provided under that arrangement will be sufficient to fund anticipated operating expenses for at least twelve months from the date on which the financial statements were available for issuance.

Cash

All cash was cash on hand and is carried in the financial statements at amounts which approximates its fair value.

Net Loss per Share

Basic net loss per common share is calculated by dividing net loss applicable to common stockholder by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is calculated by increasing the denominator by the weighted-average number of additional shares that could have been outstanding from securities convertible into common stock, such as stock options, unless their effect on net loss per share is antidilutive.

Income Taxes

The Company is treated as a subchapter C corporation and, therefore, is subject to both federal and state income taxes. Ultimate Parent continues to be recognized as a limited liability company, a pass-through entity for income tax purposes.

The Company has hadno income tax expense due to operating losses incurred since inception. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on this, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the deferred tax assets is not determined to be more likely than not.

The Company follows the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes, which specifies how tax benefits for uncertain tax positions are to be recognized, measured, and recorded in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions. As of March 31, 2026, and December 31, 2025, the Company has not recorded tax reserves associated with any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its statements of income. As of March 31, 2026, and December 31, 2025, the Company hadno reserves for uncertain tax positions.

The Company’s federal income tax returns for the years ended December 31, 2022, to December 31, 2025, remain open and are subject to examination by the Internal Revenue Service and state taxing authorities.

Accounting Pronouncements Adopted During the Current Year

In July 2025, the FASB issued ASU 2025-05,Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard relates to estimating credit losses under CECL for current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606,Revenue from Contracts with Customers, including those acquired in a transaction accounted for under ASC 805,Business Combinations. The standard does not apply to other types of accounts receivable and loans. The standard provides a practical expedient to assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. Entities will still be required to adjust historical data used in the estimation to reflect current conditions. If elected, the practical expedient must be applied consistently to all eligible current accounts receivable and current contract assets. The Company adopted this standard on January 1, 2026, on a prospective basis. There was no impact on the Company’s financial statements or footnote disclosures as a result of adopting the practical expedient.

Recently Issued Accounting Pronouncements - Not yet Adopted

In December 2025, the FASB issued ASU 2025-11,Interim Reporting. The standard clarifies interim disclosure requirements and requires entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. The new guidance will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and is to be adopted on a prospective basis. Early adoption is permitted and may be applied either prospectively or retrospectively. The Company is currently evaluating ASU 2025-11 to determine its impact on financial and footnote disclosures.

In November 2024, the FASB issued ASU 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general, and administrative, and research and development). The amendments will require public entities or private companies that are in the process of going public to disclose specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The new standard is effective for the Company’s annual periods beginning January 1, 2027, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this standard to determine its impact on the financial statements and footnote disclosures.

A reconciliation of the U.S. statutory rate to the effective tax rate is as follows:

Deferred income tax assets consisted of:

As of March 31, 2026, the authorized capital stock included 100 shares of common stock, $0.01 par value. On April 23, 2021, the Company issued 100 shares of common stock forone dollar, all of which were acquired by an affiliate.

For purposes of the diluted net loss per share calculation, stock options, unvested restricted stock, and unvested performance stock units are considered to be common stock equivalents. There wereno such instruments outstanding. As a result, diluted net loss per share is equal to basic net loss per share.

The Company has entered into an expense sharing agreement with Ultimate Parent whereby Ultimate Parent has agreed to pay for general and administrative expenses of the Company. During the three months ended March 31, 2026, and March 31, 2025, Ultimate Parent incurred the Company’s audit, tax compliance expenses, and bank fees in the aggregate amount of $47,546 and $282, respectively. The Company recorded general and administrative expenses in the accompanying statements of operations and additional paid in capital in the accompanying statements of stockholder’s equity for these constructive cash receipts and capital contributions.

As of March 31, 2026, the Company’s sole stockholder served as a manager of Ultimate Parent’s Board of Managers.

The Chief Operating Decision Maker (CODM) is the Chairman and Chief Executive Officer. The CODM reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only hasone operating segment. The CODM evaluates performance using net income or loss, as reported in the Company’s accompanying statements of operations to manage the business. The CODM also reviews significant expenses, which are consistent with those reported on the statements of operations. The measure of segment assets is reported on the balance sheets as total assets.

Transactions

The Company and Ultimate Parent completed a series of transactions (“Transactions”), including the following:

IPO

On April 23, 2026, the Company completed an initial public offering by issuing 14,000,000 shares of Class A common stock (as defined below) at a price to the public of $20.00 per share. On April 27, 2026, the Company completed the sale of 2,100,000 shares of Class A common stock following the underwriters’ exercise in full of their overallotment option. From the IPO, including the exercise of the underwriters’ overallotment option, the Company received $301,070,000 in proceeds, net of underwriting discounts and commissions, which was used to purchase an aggregate of 16,100,000 LLC Interests of Ultimate Parent and Ultimate Parent utilized $251,523,545 of the net proceeds it received from the sale of LLC Interests to the Company to fully redeem the Redeemable Senior Preferred Membership Interests and additionally made a payment of $20,000,000 on its Revolving Credit Facility.

Amended and Restated Certificate of Incorporation

The Company’s Amended and Restated Certificate of Incorporation (which was filed with the Secretary of State of the State of Delaware on April 21, 2026) provides for among other things, the (i) authorization of 500,000,000 shares of Class A common stock, with a par value of $0.0001 per share (“Class A common stock”); (ii) authorization of 150,000,000 shares of Class B common stock, with a par value of $0.0001 per share (“Class B common stock”); (iii) authorization of 10,000,000 shares of preferred stock, with a par value of $0.0001 per share (“Preferred Stock”) that may be issued from time to time by the Company’s Board of Directors in one or more series; and (iv) establishment of a classified board of directors, divided into three classes, each of whose members will serve for staggered terms.

Holders of Class A common stock and Class B common stock are entitled toone vote per share and, except as otherwise required, will vote together as a single class on all matters which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions in excess of par value upon the liquidation, dissolution, or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain theone-to-one ratio between the number of LLC Interests held by existing LLC Interest owners and their permitted transferees and the number of shares of Class B common stock held by existing LLC Interest owners and their permitted transferees. Shares of Class B common stock will be canceled on aone-for-one basis if an existing LLC Interest owner elects to redeem their LLC Interests in exchange for, at the Company’s election, newly issued shares of Class A common stock or cash.

The Company must, at all times, maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).

Tax Receivable Agreement

In connection with the IPO, Yesway, Inc. entered into a Tax Receivable Agreement (the “TRA”) with the Ultimate Parent, the Continuing Equity Owners and the Blocker Shareholders (together with the Continuing Equity Owners, the “TRA Participants”), pursuant to which Yesway, Inc. is obligated to pay the TRA Participants 85% of certain tax benefits, if any, in U.S. federal, state, and local income tax that Yesway, Inc. realizes (or, in some circumstances, is deemed to realize) as a result of (1) Yesway, Inc.’s allocable share of the existing tax basis of Ultimate Parent’s assets, which tax basis was attributable to the LLC Interests acquired in connection with the IPO and Blocker Mergers; (2) increases in Yesway, Inc.’s allocable share of the tax basis of Ultimate Parent’s assets resulting from (a) future redemptions or exchanges of LLC Interests for Class A common stock or cash and (b) certain distributions (or deemed distributions) by Ultimate Parent; (3) Yesway, Inc.’s allocable share of the existing tax basis of Ultimate Parent’s assets at the time of any redemption or exchange of LLC Interests, which tax basis is attributable to the LLC Interests being redeemed or exchanged and acquired by Yesway, Inc.; (4) certain tax attributes of the Blocker Companies acquired by Yesway, Inc. in the Blocker Mergers; and (5) certain additional tax benefits arising from payments made under the Tax Receivable Agreement.

2026 Equity Incentive Plan

In connection with the IPO, Yesway, Inc. adopted the 2026 Incentive Award Plan (the “2026 Plan”). The 2026 Plan provides for the issuance of up to 7,331,369 shares of Class A common stock for equity-based awards, as adjusted in accordance with the terms of the plan, and includes an annual increase on January 1 of each calender year beginning January 1, 2027, and ending on and including January 1, 2036, equal to the lesser of (i)4% of the aggregate number of shares of Class A common stock and Class B common stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (ii) such smaller number of Shares as determined by the board of directors.

The 2026 Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to eligible employees, officers, non-employee directors and other service providers of Yesway, Inc. and its subsidiaries. The 2026 Plan is administered by the Yesway, Inc.’s board of directors or a committee thereof and provides for customary limitations, including an annual compensation limit applicable to non-employee directors.

The Company granted 3,628,000 time-based and market-based restricted stock units (“RSUs”) to certain of its directors and officers at the IPO grant date fair value of $20.00 per share with an aggregate fair value of $72,560,000 vesting overone tothree years.

Registration Rights Agreement

In connection with the IPO, the Company entered into a Registration Rights Agreement (“RRA”) with certain of the Continuing Equity Owners, including the Brookwood Holders. The RRA provides that the Company will, upon request by the Brookwood Holders following the Company's eligibility to file on Form S-3, use its reasonable best efforts to file a shelf registration statement on Form S-3 and cause it to become effective. The RRA also provides the Brookwood Holders the right to initiate demand registrations (subject to a $50.0 million minimum anticipated net aggregate offering price) and underwritten shelf take-downs (subject to the same minimum for marketed offerings and a $15.0 million minimum for non-marketed offerings). In addition, the RRA provides for customary “piggyback” registration rights.

Stockholders Agreement

In connection with the IPO, the Company entered into a Stockholders Agreement (“Stockholders Agreement”) with the Brookwood Parties (as defined in the Stockholders Agreement). Pursuant to the Stockholders Agreement, the Brookwood Parties are entitled to nominate a specified number of up tofour directors to the Company’s Board of Directors, so long as the Brookwood Parties beneficially own shares of voting stock representing, in the aggregate, a certain percentage of our then outstanding stock. The Stockholders Agreement also provides that, until the Brookwood Parties no longer beneficially own shares of voting stock representing, in the aggregate, at least 20% of the voting power of our then-outstanding voting stock, certain significant corporate actions taken by the Company or its subsidiaries will require the prior written consent of the Brookwood Parties.

The Brookwood Parties directly and indirectly owns 72.6% of the economic and voting interests in Ultimate Parent. Accordingly, the Company will consolidate the financial results of Ultimate Parent and report a non-controlling interest in the Company’s consolidated financial statements related to the interest held by the existing Ultimate Parent owners.