Yesway, Inc.

Previous wording

In April 2026, we completed our IPO in which we issued and sold 16,100,000 shares of Class A common stock (including 2,100,000 shares sold pursuant to the full exercise of the underwriters option to purchase additional shares) at an offering price of $20.00 per share, resulting in net proceeds of approximately $301.1 million after deducting underwriting discounts and commissions. We used the net proceeds to purchase 16,100,000 LLC Interests directly from Ultimate Parent at a price per unit equal to the initial public offering price per share of Class A common stock, less the underwriting discounts and commissions. Ultimate Parent used the net proceeds from the IPO to fully redeem the Redeemable Senior Preferred Membership Interests and make a payment of $10.0 million on its Revolving Credit Facility.

Current wording

In April 2026, we completed our IPO in which we issued and sold 16,100,000 shares of Class A common stock (including 2,100,000 shares sold pursuant to the full exercise of the underwriters option to purchase additional shares) at an offering price of $20.00 per share, resulting in net proceeds of approximately $301 million after deducting underwriting discounts and commissions. We used the net proceeds to purchase 16,100,000 LLC Interests directly from Ultimate Parent at a price per unit equal to the initial public offering price per share of Class A common stock, less the underwriting discounts and commissions. Ultimate Parent used the net proceeds from the IPO to fully redeem the Redeemable Senior Preferred Membership Interests and make a payment of $10.0 million on its Revolving Credit Facility.

Previous wording

Following our IPO, as the sole managing member of Ultimate Parent, we operate and control all of the business and affairs of Ultimate Parent and, through Ultimate Parent and its direct and indirect subsidiaries, conduct our business. Yesway, Inc. has a minority economic interest in Ultimate Parent and will control the management of Ultimate Parent as its sole managing member. As a result, in future periods, Yesway, Inc. will consolidate Ultimate Parent and record a significant non-controlling interest in a consolidated entity in Yesway, Inc.’s consolidated financial statements for the economic interest in Ultimate Parent held by the Continuing Equity Owners.

Current wording

Following our IPO, as the sole managing member of Ultimate Parent, we operate and control all of the business and affairs of Ultimate Parent and, through Ultimate Parent and its direct and indirect subsidiaries, conduct our business. Yesway, Inc. has a minority economic interest in Ultimate Parent and will control the management of Ultimate Parent as its sole managing member. As a result, in this Quarterly report and in future periods, Yesway, Inc. will consolidate Ultimate Parent and record a significant non-controlling interest in a consolidated entity in Yesway, Inc.’s consolidated financial statements for the economic interest in Ultimate Parent held by the Continuing Equity Owners.

Previous wording

We believe our flexible real estate strategy will provide an opportunity for further growth by enabling us to introduce either Yesway or Allsup’s stores in new regions depending on the strength of brand recognition in each market. From April 1, 2025, through March 31, 2026, we opened ten new-to-industry stores, including one in 2026 and closed or sold four stores.

Current wording

We believe our flexible real estate strategy will provide an opportunity for further growth by enabling us to introduce either Yesway or Allsup’s stores in new regions depending on the strength of brand recognition in each market. From July 1, 2025, through June 30, 2026, we opened seven new-to-industry stores, including two in 2026, and closed one store.

Previous wording

Our historical results in this Quarterly Report include the performance of 29 operating stores in Iowa and Kansas. Following a strategic evaluation, we determined that these markets are no longer an optimal use of our operational focus and resources primarily due to impending uneconomic capital expenditures required by new regulations in Iowa. We expect the sale of these stores to close in 2026 and, given the immaterial contribution of these locations, do not anticipate meaningful dis-synergies. However, we believe exiting these markets will tighten our operational focus and simplify our supply chains and reinforce our brand presence in our core regions.

Current wording

Our historical results in this Quarterly Report include the performance of 29 operating stores in Iowa and Kansas. Following a strategic evaluation, we determined that these markets are no longer an optimal use of our operational focus and resources primarily due to impending uneconomic capital expenditures required by new regulations in Iowa. We expect the sale of these stores and one additional closed store to be completed in 2026 and, given the immaterial

Previous wording

Store count reflects the number of stores open at the end of a reporting period. The following table represents the roll forward of store count through the first quarter of fiscal 2026:

Current wording

Store count reflects the number of stores open at the end of the reporting period. The following table represents the roll forward of store count through the second quarter of fiscal 2026:

Previous wording

Fuel sales less cost of goods sold (exclusive of depreciation and amortization) increased 48.6% for the three months ended March 31, 2026, as compared to the same period in 2025, primarily due to an increase in fuel margin to an average 49.4 cents per gallon (“cpg”) for the three months ended March 31, 2026, from 35.9 cpg in the same period in 2025. The increase in fuel margin contributed approximately 84% of the increase in fuel sales less cost of goods sold (exclusive of depreciation and amortization), with the remaining 16% attributable to the approximately 10.7 million gallon increase in fuel volume. The increase in fuel margin primarily reflects changes in market supply and demand dynamics, wholesale fuel price levels and volatility, local competition, and the timing lag between changes in wholesale fuel costs and corresponding retail price adjustments, which were influenced by recent geopolitical developments in the Middle East. These factors are highly interrelated and are not separately quantified by us in a manner that permits us to determine with reasonable precision the individual impact of each factor.

Current wording

Fuel sales less cost of goods sold (exclusive of depreciation and amortization) increased 36.0% for the three months ended June 30, 2026, as compared to the same period in 2025, primarily due to an increase in fuel margin to an average 52.6 cents per gallon (“cpg”) for the three months ended June 30, 2026, from 41.3 cpg in the same period in 2025. The increase in fuel margin contributed approximately 81% of the increase in fuel sales less cost of goods sold (exclusive of depreciation and amortization), with the remaining 19% attributable to the approximately 10.3 million gallon increase in fuel volume.

Previous wording

Inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization) increased by 15.9% from $66.6 million for the three months ended March 31, 2025, to $77.2 million for the three months ended March 31, 2026, primarily due to higher inside merchandise sales resulting from net store growth, and pricing actions taken during 2025, together with an approximately 196 basis point improvement in inside merchandise margin. The increase in inside merchandise margin was primarily driven by pricing actions taken during 2025 and in the first quarter of 2026, as well as shifts in product mix, which increased average selling price per unit by 4.1% and contributed approximately 233 basis points to margin expansion, partially offset by a 1.0% increase in average cost per unit, which reduced margin by approximately 37 basis points.

Current wording

The increase in inside merchandise margin was primarily driven by pricing actions taken during 2025 and in the first half of 2026, as well as shifts in product mix, which increased average selling price per unit by 4.7% and contributed approximately 450 basis points to margin expansion, partially offset by an approximately 3.9% increase in average cost per unit, which reduced margin by approximately 242 basis points for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

Previous wording

Revenue was $683.6 million for the three months ended March 31, 2026, an increase of $83.3 million, or 13.9%, compared to the three months ended March 31, 2025. This increase was primarily attributable to an increase in fuel sales of $64.1 million, or 16.0%, and an increase in inside merchandise sales of $18.6 million, or 9.5%. Fuel sales increased due to $34.5 million of incremental fuel sales from new stores and $30.2 million, or 7.6%, due to same-store fuel sales, primarily attributable to a 22 cent, or 7.5%, increase in the average price per gallon of fuel. The increase in average price per gallon primarily reflected higher fuel prices associated with volatility in fuel markets following recent geopolitical developments in the Middle East. These factors are highly interrelated and are not separately quantified by us in a manner that permits us to determine with reasonable precision the individual impact of each factor. Inside merchandise sales increased due to

Current wording

Revenue was $920.8 million for the three months ended June 30, 2026, an increase of $243.1 million, or 35.9%, compared to the three months ended June 30, 2025. This increase was primarily attributable to an increase in fuel sales of $232.3 million, or 52.7%, and an increase in inside merchandise sales of $10.0 million, or 4.4%. Fuel sales increased due to $37.8 million, or 16.3%, of incremental fuel sales from new stores and $194.5 million, or 83.7%, due to same-store fuel sales, primarily attributable to a $1.27, or 42.8%, increase in the average price per gallon of fuel. The increase in average price per gallon primarily reflected higher fuel prices associated with volatility in fuel markets following recent geopolitical developments in the Middle East. These factors are highly interrelated and are not separately quantified by us in a manner that permits us to determine with reasonable precision the individual impact of each factor. Inside merchandise sales increased due to $7.4 million, or 74.0%, of incremental sales from new stores and $2.8 million attributable to a 28.0% increase in same-store sales, partially offset by $0.2 million decrease due to closed stores.

Previous wording

Cost of goods sold (exclusive of depreciation and amortization) was $529.2 million for the three months ended March 31, 2026, an increase of $48.8 million, or 10.1%, compared to the three months ended March 31, 2025. This increase was attributable to $8.0 million of higher inside merchandise cost of goods sold (exclusive of depreciation and amortization), primarily resulting from the related increase in inside merchandise sales, and $40.7 million increase of higher fuel cost of goods sold (exclusive of depreciation and amortization). The increase in fuel cost of goods sold (exclusive of depreciation and amortization) was driven by a $28.0 million increase associated with higher fuel gallons sold and $12.7 million increase resulting from a 3.3% increase in the average per-gallon cost of fuel. The increase in average per gallon cost of fuel primarily reflects changes in market supply and demand dynamics, wholesale fuel price levels, and volatility, which were influenced by recent geopolitical developments in the Middle East.

Current wording

Cost of goods sold (exclusive of depreciation and amortization) was $743.5 million for the three months ended June 30, 2026, an increase of $215.4 million, or 40.8%, compared to the three months ended June 30, 2025. This increase was attributable to $210.1 million increase of higher fuel cost of goods sold (exclusive of depreciation and amortization) and $5.3 million of higher inside merchandise cost of goods sold (exclusive of depreciation and amortization), primarily resulting from the related increase in sales. The increase in fuel cost of goods sold (exclusive of depreciation and amortization) was driven by a $26.2 million increase associated with higher fuel gallons sold and $183.9 million increase resulting from a 45.4% increase in the average per-gallon cost of fuel. The increase in average per gallon cost of fuel primarily reflects changes in market supply and demand dynamics, wholesale fuel price levels, and volatility, which were influenced by recent geopolitical developments in the Middle East.

Previous wording

Selling, general, and administrative expenses increased by $0.6 million, or 1.2%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This increase was primarily driven by a $2.6 million increase in facility expenses for new build-to-suit activity, partially offset by a $1.9 million decrease for IPO related costs incurred and acquisition expenses compared to the three months ended March 31, 2025. Approximately $1.8 million of IPO related costs incurred during the three months ended March 31, 2026, were capitalized as the IPO was determined to be likely.

Current wording

Selling, general, and administrative expenses increased by $8.3 million, or 17.1%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase was primarily driven by an increase in charge card fees of $4.6 million related to the increase in sales, $1.0 million increase in insurance expense due to development on certain claims, and $1.9 million increase in facility expenses for new build-to-suit activity, partially offset by a $0.4 million decrease for IPO related costs incurred and acquisition expenses compared to the three months ended June 30, 2025.

Previous wording

Depreciation, amortization, and accretion expense increased by $0.5 million, or 3.0%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This increase was due primarily to capital expenditures for new stores.

Current wording

Depreciation, amortization, and accretion expense increased by $0.9 million, or 5.9%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase was due primarily to capital expenditures for new stores.

Previous wording

Gain on disposal of assets decreased by $0.7 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This decrease was due primarily to sales of miscellaneous real estate assets.

Current wording

Gain on disposal of assets decreased by $2.0 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This decrease was due primarily to sales of miscellaneous real estate assets.

Previous wording

Interest expense, net decreased by $2.3 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease in interest expense, net was primarily due to a reduction in our outstanding borrowings under our Revolving Credit Facility and a reduction in interest rates. The weighted average interest rate on outstanding borrowings was 7.24% for the three months ended March 31, 2026, and 7.91% for the three months ended March 31, 2025.

Current wording

Interest expense, net decreased by $2.6 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in interest expense, net was primarily due to a reduction in our outstanding borrowings under our Revolving Credit Facility and a reduction in interest rates. See Note 6 in the Notes to the unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report for more information.

Previous wording

Change in fair value of derivative liability was $0.0 million for the three months ended March 31, 2026, compared to $1.3 million in the three months ended March 31, 2025. Fair value of $0 was primarily due to timing as the probability of near team payoff of the Redeemable Senior Preferred Membership Interests increased.

Current wording

Change in fair value of derivative liability was $0.0 million for the three months ended June 30, 2026, compared to $2.1 million in the three months ended June 30, 2025. Fair value of $0 was primarily due to timing as the Redeemable Senior Preferred Membership Interests were fully redeemed immediately subsequent to the IPO.

Previous wording

Salaries and employee benefits increased by $0.6 million, or 1.3%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Of this increase, $2.0 million was related to new stores, partially offset by $1.0 million decrease in same store costs due to better labor scheduling.

Current wording

Salaries and employee benefits increased by $6.2 million, or 6.3%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Of this increase, approximately $4.7 million was related to equity-based compensation and approximately $3.2 million was related to new stores, partially offset by approximately $1.6 million decrease in same store costs due to better labor scheduling and approximately $0.4 million related to closed stores. Equity-based

Previous wording

We define Adjusted EBITDA, a non-GAAP measure, as net income (loss) before change in fair value of derivative liability, interest expense, net, income tax expense, depreciation, amortization and accretion, loss (gain) on disposal of assets, long-lived asset impairment, acquisition, financing, integration, and stock-based compensation costs. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation.

Current wording

We define Adjusted EBITDA, a non-GAAP measure, as net income (loss) before change in fair value of derivative liability, interest expense, net, income tax expense, depreciation, amortization and accretion, loss (gain) on disposal of assets, long-lived asset impairment, acquisition, financing, integration, and equity-based compensation costs. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation.

Previous wording

The following table contains a reconciliation of income from operations to Store Contribution for the three months ended March 31, 2026, and March 31, 2025, respectively:

Current wording

The following table contains a reconciliation of income from operations to Store Contribution for the three and six months ended June 30, 2026, and June 30, 2025, respectively:

Previous wording

Our primary sources of liquidity are cash generated from store operations, financing proceeds, our Revolving Credit Facility, and capital raises. Our primary cash needs are for capital expenditures, working capital, and to meet debt service requirements. As of March 31, 2026, we had an outstanding debt balance of $430.5 million, consisting of $390.5 million and $40.0 million outstanding under our Term Loan Facility and Revolving Credit Facility, respectively.

Current wording

Our primary sources of liquidity are cash generated from store operations, financing proceeds, our Revolving Credit Facility, and capital raises. Our primary cash needs are for capital expenditures, working capital, and to meet debt service requirements. As of June 30, 2026, we had an outstanding debt balance of $399.5 million, consisting of $389.5 million and $10.0 million outstanding under our Term Loan Facility and Revolving Credit Facility, respectively.

Previous wording

We believe our cash and cash equivalents position and the $106.9 million remaining available on our Revolving Credit Facility as of March 31, 2026, along with our expected net cash to be provided by operating activities and capital raises, will be sufficient to satisfy the working capital needs of our business for at least the next 12 months. If cash provided by operating activities and borrowings under our Revolving Credit Facility are not sufficient or available to meet our capital requirements, then we will be required to obtain additional equity or debt financings in the future. There can be no assurance equity or debt financings will be available to us when we need it or, if available, the terms will be satisfactory to us and not dilutive to our then-current stockholders.

Current wording

We believe our cash and cash equivalents position and the $136.9 million remaining available on our Revolving Credit Facility as of June 30, 2026, along with our expected net cash to be provided by operating activities and capital raises, will be sufficient to satisfy the working capital needs of our business for at least the next 12 months. If cash provided by operating activities and borrowings under our Revolving Credit Facility are not sufficient or available to meet our capital requirements, then we will be required to obtain additional equity or debt financings in the future. There can be no assurance equity or debt financings will be available to us when we need it or, if available, the terms will be satisfactory to us and not dilutive to our then-current stockholders.

Previous wording

Total debt, including both the current and long-term portions of our outstanding debt, financing obligations, and finance lease liabilities, net of debt discounts and debt issuance costs, decreased by $9.9 million to $649.5 million as of March 31, 2026, compared to $659.4 million as of December 31, 2025, primarily as a result of a lower outstanding balance on the Revolving Credit Facility.

Current wording

Total debt, including both the current and long-term portions of our outstanding debt, financing obligations, and finance lease liabilities, net of debt discounts and debt issuance costs, decreased by $41.0 million to $618.4 million as of June 30, 2026, compared to $659.4 million as of December 31, 2025, primarily as a result of a lower outstanding balance on the Revolving Credit Facility.

Previous wording

Net cash provided by operating activities of $48.4 million during the three months ended March 31, 2026, increased $34.8 million compared to net cash provided by operating activities during the three months ended March 31, 2025. The increase was primarily due to an increase in net cash provided by new stores of approximately $2.1 million and by same stores of approximately $29.3 million primarily driven by higher gross profit, partially offset by a decrement of approximately $1.7 million in working capital needs. The decrement in working capital was partially attributable to a reduction in build-to-suit activity, as we had six fewer stores under construction at March 31, 2026, than at March 31, 2025. Specifically, a change in other current assets of $10.3 million due to the timing of collections of unbilled constructed assets expected to be reimbursed by landlords and a reduction of $5.7 million in non-trade accounts payables and accrued expenses and other current liabilities primarily attributable to lower construction-related payables from stores under construction. Construction costs incurred under our build-to-suit program are recorded as other current assets and reflected in operating cash flows because such amounts are expected to be reimbursed by landlords and do not represent investments in Company owned long-lived assets. Also contributing to the decrement in working capital needs was an increase in accounts receivable of $5.6 million primarily attributable to increased credit card sales, an increase in inventory of $8.5 million due to six more stores being open as of March 31, 2026, compared to March 31, 2025, as well as the higher cost of fuel inventory, and an increase in other assets of $1.8 million attributable to IPO costs. These decreases in working capital performance were partially offset by an increase of approximately $30.7 million attributable to increased accounts payable for fuel.

Current wording

Net cash provided by operating activities of $104.9 million during the six months ended June 30, 2026, increased $55.7 million compared to net cash provided by operating activities during the six months ended June 30, 2025. The increase was primarily due to an increase in net cash provided by new stores of approximately $7.9 million and by same stores of approximately $43.2 million primarily driven by higher gross profit, partially offset by a decrement of approximately $3.1 million in working capital needs. The decrement in working capital was partially attributable to a reduction in build-to-suit activity, as we had three fewer stores under construction at June 30, 2026, than at June 30, 2025. Specifically, there was a reduction of $6.9 million in non-trade accounts payable and accrued expenses and other current liabilities primarily attributable to lower construction-related payables from stores under construction. In addition, there was an increase in other current assets of $8.2 million due to the timing of reimbursements from landlords for stores whose construction was completed and collections were pending final reconciliations. Construction costs incurred under our build-to-suit program are recorded as other current assets and reflected in operating cash flows because such amounts are expected to be reimbursed by landlords and do not represent investments in Company owned long-lived assets. Also contributing to the decrement in working capital needs was an increase in accounts receivable of $4.9 million primarily attributable to increased credit card sales, an increase in inventory of $6.6 million due to six more stores being open as of June 30, 2026, compared to June 30, 2025, as well as the higher cost of fuel inventory. These decreases in working capital performance were partially offset by an increase of approximately $26.2 million attributable to increased accounts payable for fuel.

Previous wording

Net cash used in financing activities during the three months ended March 31, 2026, of $15.0 million decreased $26.1 million compared to net cash provided by financing activities during the year ended March 31, 2025, primarily attributable to lower net borrowings under the Revolving Credit Facility of $25.0 million, resulting from reduced borrowings and higher repayments.

Current wording

Net cash used in financing activities during the six months ended June 30, 2026, of $22.8 million increased $15.2 million compared to net cash used in financing activities during the six months ended June 30, 2025, primarily attributable to cash paid to fully redeem redeemable senior preferred membership interests of $252.3 million, lower net borrowings under the Revolving Credit Facility of $40.0 million, and an increase in distributions to members of $17.3 million, partially offset by net proceeds from the IPO of $293.7 million.