Yesway, Inc.

Index

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some information in this Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward-looking statements that involve substantial risks and uncertainties. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements regarding our future results of operations and financial position, industry trends, business strategy and plans, and objectives of management for future operations, including, among others, expected growth, future capital expenditures, and debt service obligations. 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.

The forward-looking statements in this Quarterly Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following:

The forward-looking statements in this Quarterly Report are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report and have filed as exhibits to this Quarterly Report with the understanding that our actual future results, levels of activity, performance, and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of any new information, future events, or otherwise.

CERTAIN DEFINITIONS

As used in this Quarterly Report, unless the context otherwise requires:

•“we,” “us,” “our,” the “Company,” “Yesway,” and similar references refer: (1) following the consummation of the Transactions, to Yesway, Inc., and, unless otherwise stated, all of its direct and indirect subsidiaries, including Ultimate Parent, and (2) prior to the completion of the Transactions, to Ultimate Parent and, unless otherwise stated, all of its direct and indirect subsidiaries.

•“Blocker Companies” refers to entities affiliated with Brookwood that were owners of LLC Interests in Ultimate Parent prior to the Transactions and are taxable as corporations for U.S. federal income tax purposes.

•“Blocker Shareholders” refers to entities affiliated with Brookwood, which entities were also the owners of the Blocker Companies prior to the Transactions and, exchanged their interests in the Blocker Companies for shares of our Class A common stock and rights under the Tax Receivable Agreement in connection with the consummation of the Transactions.

•“Brookwood” refers to our sponsor Brookwood Financial Partners, LLC, a Delaware limited liability company, certain funds affiliated with Brookwood Financial Partners, LLC and other entities over which Brookwood Financial Partners, LLC has voting control (including any such fund or entity formed to hold shares of Class A common stock for the Blocker Shareholders).

•“Brookwood Holders” refers to the entities designated as Brookwood Holders on the Schedule of Holders to the Registration Rights Agreement between the Company and such entities (the “Brookwood Members”), together with any Affiliate of the Brookwood Members, any of its Affiliate Transferees and any Affiliate Transferee of any of the foregoing.

•“Continuing Equity Owners” refers collectively to holders of LLC Interests and our Class B common stock (which include Brookwood and each of our executive officers, and their respective permitted transferees) who may exchange at each of their respective options (subject in certain circumstances to time-based vesting requirements and certain other restrictions), in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for, at our election (as determined solely by a majority of our independent directors (within the meaning of the rules of the Nasdaq Stock Market) who are disinterested), cash or newly issued shares of our Class A common stock.

•“Final Payment” refers to our payment of $18.4 million to certain Continuing Equity Owners in connection with the IPO to satisfy certain contractual obligations of such entities.

•“IPO” refers to the initial public offering by Yesway, Inc. that was closed on April, 23, 2026.

•“LLC Interests” refers to the common units of Ultimate Parent, including those that we purchased with a portion of the net proceeds from the IPO.

•“Ultimate Parent” refers to BW Ultimate Parent, LLC.

•“Redeemable Senior Preferred Membership Interests” refers to the 150,000 redeemable, non-convertible, non-exchangeable senior preferred membership interests in Ultimate Parent issued and sold by Ultimate Parent to certain purchasers in December 2022 at a price of $980.00 per interest for gross proceeds of $147.0 million, which were redeemed in full in connection with the closing of our IPO.

•“Transactions” refer to certain organizational transactions the Company underwent in connection with the IPO.

EXPLANATORY NOTE

This Quarterly Report presents (i) the historical condensed consolidated financial information and data as of March 31, 2026, and December 31, 2025, and for the three months ended March 31, 2026, and March 31, 2025, of Yesway, Inc. and (ii) the historical condensed consolidated financial information and data as of March 31, 2026, and December 31, 2025, and for the three months ended March 31, 2026, and March 31, 2025, for BW Ultimate Parent, LLC.

Yesway, Inc. was incorporated in Delaware on April 23, 2021 to be the issuer for our IPO. All of our business operations are currently, and have historically been, conducted through Ultimate Parent and its subsidiaries.

As a result of the Transactions, which occurred in connection with the IPO, Yesway, Inc. consolidates Ultimate Parent. Accordingly, in future periodic reports, we will present the historical condensed consolidated financial information and data of Yesway, Inc., which will include the financial information and data of Ultimate Parent.