Yesway, Inc.

Yesway, Inc. (“Yesway”) was incorporated in Delaware on April 23, 2021. Pursuant to a reorganization into a holding company structure, Yesway 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, Yesway operates and controls all of the business and affairs of Ultimate Parent and, through Ultimate Parent and its subsidiaries, conducts its business.

Yesway and its subsidiaries (the “Company”) operate 450 convenience stores innine states. The Company’s convenience stores offer a broad selection of merchandise, fuel, and other products and services designed to appeal to the convenience needs of the Company’s customers. Since inception, the Company has grown through acquisition and construction of new stores. The Company has funded its operations, acquisitions, and construction costs primarily with proceeds from funds raised by the Company and its members, the issuance of redeemable senior preferred membership interests, financing from build-to-suit landlords, as well as credit facilities from its banks.

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 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 of the net proceeds it received from the sale of LLC Interests to Yesway, Inc. to fully redeem the Redeemable Senior Preferred Member Interests.

Transactions

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

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.

Basis of presentation

The accompanying unaudited Condensed Consolidated 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 Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2026, and December 31, 2025, and its results of operations for the three and six months ended June 30, 2026, and June 30, 2025, and cash flows for the six months ended June 30, 2026, and June 30, 2025.

Principles of consolidation

The accompanying unaudited Condensed Consolidated Financial Statements of the Company include the accounts of Ultimate Parent and its subsidiaries. All of Ultimate Parent’s subsidiaries are wholly-owned with the exception of RE Energy Company, LLC (“RE Energy”), which has a non-controlling interest with the right to receive distributions related to a patronage program of RE Energy’s fuel distributor. The Company consolidates Ultimate Parent as a variable interest entity (“VIE”) in accordance with FASB ASC Topic 810, Consolidation (“ASC 810”). ASC 810 requires the consolidation of VIEs in which the entity is defined as the primary beneficiary of the VIE. To be a primary beneficiary, an entity must have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, among other factors. The Company has assessed its variable interests in this entity and determined that the Company has the power to direct those activities. As a result, Ultimate Parent and its subsidiaries’ financial position and results of operations are consolidated in the Company’s accompanying unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Income. The assets and liabilities of Ultimate Parent represent substantially all of the consolidated assets and liabilities of Yesway, except for amounts related to the tax receivable agreement which are attributable to Yesway.

All intercompany balances and transactions have been eliminated in consolidation.

Non-controlling interests

The non-controlling interests on the accompanying unaudited Condensed Consolidated Statements of Income primarily represent the portion of earnings attributable to the economic interest in Ultimate Parent, held by Continuing Equity Owners. As of June 30, 2026, the noncontrolling interests were 50.7%. Net income of $13,363 was allocated to this non-controlling interest during both the three months and six months ended June 30, 2026, and $0 during both the three and six months ended June 30, 2025.

In addition, all of the Ultimate Parent’s subsidiaries are wholly owned with the exception of RE Energy Company, LLC (“RE Energy”), which has a non-controlling interest with the right to receive distributions related to a patronage program of RE Energy’s fuel distributor. Net income of $0 was allocated to non-controlling interest during both the three and six months ended June 30, 2026, and June 30, 2025.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Among the estimates made by management are (i) estimated fair value of assets and liabilities acquired in a business combination or asset acquisition and identification of goodwill and intangible assets, (ii) assumptions used to evaluate goodwill, (iii) assumptions used to evaluate property and equipment and intangible assets for impairment, (iv) assumptions used to determine the fair value of leased properties, (v) accruals and contingent liabilities, and (vi) fair value of derivatives.

Although the Company believes its estimates are reasonable, actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents are comprised of cash and investments with original maturity dates of three months or less at the time of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value.

Accounts receivable and allowance for credit losses

Below is a summary of the receivable values at June 30, 2026, and December 31, 2025, with a beginning balance at January 1, 2025, for the amount of $22,128:

At June 30, 2026, and December 31, 2025, all of the Company’s accounts receivable were classified as current assets and there were no non-standard payment terms.

Inventories

Inventories primarily consist of merchandise in the Company’s stores and fuel. Merchandise is stated at the lower of cost or market using the average retail method. Fuel inventories use a weighted-average cost using the first-in, first-out method. The Company also carries supply and equipment parts inventory necessary to keep store facilities and equipment in working order.

In order to assure valuation at the lower of cost or market for merchandise, the retail value of inventory is adjusted on a consistent basis to reflect current market conditions. These adjustments include increases in the retail value of inventory for initial markups to set the selling price of goods or additional markups to adjust pricing for inflation and decreases to the retail value of inventory for markdowns associated with promotional, seasonal, or other declines in the market value.

Because these adjustments are made on a consistent basis and are based on current prevailing market conditions, they approximate the carrying value of the inventory at market. Therefore, after applying the cost to retail ratio, the cost value of inventory is stated at the lower of cost or market.

Inventories consist of the following:

Because the approximation of market under the retail inventory method is based on estimates such as markups, markdowns, and inventory losses (shrink), there exists an inherent uncertainty in the final determination of inventory cost and gross margin. In order to mitigate that uncertainty, the Company performs quarterly physical counts at all locations and has a formal review by product class which considers variables such as current market trends, seasonality, weather patterns, and age of merchandise to ensure that markdowns are taken currently, or a markdown reserve is established to cover future anticipated markdowns. This review also considers current pricing trends and inflation to ensure that markups are taken, if necessary.

The Company establishes inventory reserves to record its inventory at the lower of cost or net realizable value. A portion of the inventory reserves represent an amount for excess and slow-moving inventory on hand that is expected to be written off or otherwise disposed of below cost at a future date. The Company’s estimate of the appropriate amount of the excess and slow-moving inventory reserve utilizes certain inputs and involves judgment. The inventory reserve was $950 at both June 30, 2026, and December 31, 2025, which is included in Inventories in the accompanying unaudited Condensed Consolidated Balance Sheets.

Other current assets

The Company accounts for costs incurred for construction-in-progress under build-to-suit sale-leaseback arrangements (“BTS Arrangements”) within Other current assets in the accompanying unaudited Condensed Consolidated Balance Sheets. The costs consist primarily of payments made by the Company to purchase assets where the Landlords are the accounting owner. The costs are expected to be reimbursed by the Landlords throughout the construction period.

Property and equipment

Property and equipment are carried at cost, less accumulated depreciation, amortization, and accretion. Depreciation, amortization, and accretion are computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements and other assets at leased locations are amortized over the shorter of the estimated useful lives of the assets or the term of the lease. Useful lives for assets are as follows:

Impairment and disposal of long-lived assets

FASB ASC 360,Property, Plant and Equipment, addresses the reporting for the impairment or disposal of long-lived assets and does not apply to goodwill or intangible assets that are not being amortized and certain other long-lived assets. The Company has long-lived assets, primarily consisting of real property and improvements thereon, underground storage tanks, dispensing equipment, other personal property, and right-of-use assets. The Company evaluates intangible and

tangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company monitors closed and underperforming stores for an indication that the carrying amount of assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, an impairment loss is recognized to the extent the carrying value of the assets exceeds their estimated fair value. Fair value is based on management’s estimate of the amount that could be realized from the sale of assets in a current transaction between willing parties. The estimate is derived from offers, actual sale or disposition of assets subsequent to year end, and other indicators of fair value.

In determining whether an asset is impaired, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, which for the Company is generally on a store-by-store basis.

Goodwill

Goodwill represents the excess of purchase price over the fair value of net tangible and identifiable intangible assets of businesses acquired. The Company performs an annual impairment test of its goodwill unless interim indicators of impairment exist. The testing of goodwill for impairment is performed at a level referred to as a reporting unit. A reporting unit is either the “operating segment level” or one level below, which is referred to as a “component.” The level at which the impairment test is performed requires an assessment as to whether the operations below the operating segment constitute a self-sustaining business, in which case testing is generally required to be performed at this level. The Company has determined that it hasone operating segment andone reporting unit. The Company’s annual impairment testing date is October 1 of each fiscal year. US GAAP permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, as a basis for determining whether it is necessary to perform the quantitative impairment test. An impairment loss is recognized in an amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. At June 30, 2026, there were no triggering events.

Assets Held for Sale

The Company classifies assets and liabilities as held for sale when the below conditions are satisfied:

The assets and liabilities are classified as non-current when proceeds are expected to be used to re-pay long-term debt. The Company initially measures a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell and recognize any loss in the period in which the held for sale criteria are met. Gains are not recognized until the date of sale. The Company ceases depreciation and amortization of assets within a disposal group, upon their designation as held for sale and subsequently assesses fair value less any costs to sell at each reporting date until the asset or disposal group is no longer classified as held for sale.

Self-insurance reserves

The Company self-insures its health and dental benefits offered to its employees. To mitigate the risk of self-insured healthcare claims costs, the Company purchased stop-loss insurance that shifts the financial liability back to the insurance

provider if specific claim and expense amounts are in excess of $200. The self-insurance reserve is determined actuarially at each quarter end based on claims filed and an estimate of claims incurred but not yet reported. At June 30, 2026, and December 31, 2025, self-insurance reserves of $2,627 and $3,904 respectively, are included in Accrued expenses and other current liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets. The Company recorded expenses totaling $2,143 and $5,378 related to self-insured health care claims during the three and six months ended June 30, 2026, respectively, and $2,295 and $4,303 for the three and six months ended June 30, 2025, respectively, which are recorded in Selling, general, and administrative expenses in the accompanying unaudited Condensed Consolidated Statements of Income.

Self-insurance reserves were made for estimated liabilities associated with workers’ compensation and general liability. The reserve estimate is based on an actuarial evaluation of the Company’s history of claims, industry benchmark factors, and specific event analysis. At June 30, 2026, and December 31, 2025, self-insurance reserves of $6,488 and $5,550, respectively, for workers’ compensation and general liability reserve on a discounted basis are included in Accrued expenses and other current liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets.

Revenue recognition

Point in time

The Company recognizes retail sales of fuel and merchandise at the point in time of the sale to the customer when goods or services are exchanged for legal tender as the performance obligation has been satisfied. Sales taxes collected from customers and remitted to the government are recorded on a net basis in the accompanying unaudited Condensed Consolidated Financial Statements.

The Company evaluates whether it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or a net basis. In performing this analysis, the Company considers first whether it controls the goods before they are transferred to the customers and if it has the ability to direct the use of the goods or obtain benefits from them. The Company also considers the following indicators: (1) the primary obligor, (2) the latitude in establishing prices and selecting suppliers, and (3) the inventory risk borne by the Company before and after the goods have been transferred to the customer. When the Company acts as principal, revenue is recorded on a gross basis. When the Company acts as an agent, revenue is recorded on a net basis. The Company recognizes commissions and other service fees on the sale of lottery and gaming products, at the point in time of the sale to the customer.

The following table disaggregates the Company’s revenue by major source for the three and six months ended June 30, 2026, and June 30, 2025:

Deferred revenue – loyalty program

The Company offers customer loyalty programs whereby participants can earn rewards based on their spending or other promotional activities redeemable towards certain merchandise or fuel. These programs create a performance obligation which requires us to defer a portion of sales revenue to the loyalty program participants until they redeem their awards. Earned rewards expire after an account is inactive for between one month and one year, depending on the program. The Company determines the loyalty reward obligations based on the relative standalone selling price. Liabilities for

unredeemed awards are accrued until redemption or expiration and, upon redemption and expiration, recorded as an adjustment to Other revenues.

Changes in the loyalty rewards program liability are included in Accrued expenses and other current liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets were as follows:

The Company expects all loyalty rewards outstanding as of June 30, 2026, to be recognized withinone year.

Excise tax

Excise taxes of $66,309 and $125,283 for the three and six months ended June 30, 2026, respectively and $60,742 and $115,059 for the three and six months ended June 30, 2025, respectively, on retail fuel sales are included in total revenues and cost of goods sold.

Cost of goods sold (exclusive of depreciation and amortization)

The Company includes all costs incurred to acquire motor fuel and merchandise, including excise taxes, the costs of purchasing, storing, and transporting inventory prior to delivery to customers as Cost of goods sold (exclusive of depreciation and amortization) in the accompanying unaudited Condensed Consolidated Statements of Income. All depreciation and amortization of Property and equipment amounts are included in Depreciation, amortization, and accretion expense in the accompanying unaudited Condensed Consolidated Statements of Income.

Fuel and merchandise vendor allowances and rebates

Fuel suppliers and merchandise vendors offer incentives and allowances in different forms. The Company accounts for these incentives and allowances under FASB ASC 705-20*, Accounting for Consideration Received from Vendors.*

Fuel supplier incentives and allowances may include a discount for prompt payment, temporary volume allowances, and other volume rebates. Prompt payment discounts from suppliers are based on a percentage of the purchase price of motor fuel and the dollar value of these discounts varies with motor fuel prices. These incentives and allowance are recorded as reduction to the cost of goods sold.

The Company receives payments for vendor allowances and volume rebates from various suppliers of convenience store merchandise. Vendor allowances for price markdowns are credited to the Cost of goods sold (exclusive of depreciation and amortization) during the period the related markdown is realized. Volume rebates of merchandise are recorded as reductions to the cost of goods sold when the merchandise qualifies for the rebate is sold. Slotting and stocking allowances received from a vendor are recorded as a reduction to the cost of goods sold over the period covered by the agreement.

Income taxes

The Company is taxed as a subchapter C corporation and is subject to U.S. federal, state, and local income taxes on its share of allocable partnership income. The Company’s sole material asset is its ownership in Ultimate Parent, which is a limited liability company that is taxed as a partnership for U.S. federal and certain state and local income tax purposes. Ultimate Parent’s allocable share of taxable income and related tax credits, if any, are passed through to its unit holders, including the Company, and are included in the unit holders’ tax returns.

In any period in which the Company acquires additional units of Ultimate Parent by means of an exchange transaction, the Company records related income tax effects as an adjustment to equity. (See Tax receivable liability below.)

The Company accounts for income taxes in accordance with ASC 740,Accounting for Income Taxes, which requires the asset and liability approach for financial accounting and reporting, including the recognition of deferred tax assets and liabilities for the expected tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

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 of the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would not be able to realize deferred taxes in the future, the Company would make an adjustment to the deferred tax asset valuation allowance, which would increase the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate selection with the related tax authority.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense in the accompanying Condensed Consolidated Statements of Income.

Tax receivable liability

In connection with the IPO and Transactions, the Company entered into the Tax Receivable Agreement (“TRA”) with Ultimate Parent, the Continuing Equity Owners, and the Blocker Shareholders that provides for the cash payment of 85% of the amount of income tax benefits, if any, that the Company actually realizes or, in certain circumstances is deemed to realize, as a result of (i) the Company’s allocable share of the existing tax basis in the assets of Ultimate Parent and its flow-through subsidiaries, which tax basis is attributable to the LLC Interests acquired in connection with the Transactions, (ii) the increase in the Company’s allocable share of the tax basis of Ultimate Parent’s assets resulting from (a) any future redemptions or exchanges of LLC Interests from the Continuing Equity Owners and (b) certain distributions (or deemed distributions) by Ultimate Parent (iii) the Company’s allocable share of the existing tax basis in Ultimate Parent and its flow-through subsidiaries 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 the Company (any such resulting basis increases and/or allocable shares of existing basis described in clauses (i) through (iv), “Basis Adjustments”), and (v) certain additional tax benefits (such as interest deductions) attributable to payments that are made under the TRA. Payments under the TRA may be based on certain simplifying assumptions regarding the determination of the tax benefits that are realized or are deemed to be realized from the covered tax attributes, which may result in payments pursuant to the TRA in excess of those that would result if such assumptions were not made. No party to the TRA will reimburse the Company for any payments previously made if such basis increases or other benefits are subsequently disallowed, except that excess payments made to the TRA party will be netted against future cash payments that would otherwise be made under the TRA, to such TRA party, if any, after determination of such excess. The Company accounts for the TRA in accordance with ASC Topic 450,Contingencies. As such, subsequent changes in the value of the TRA liability between reporting periods are recognized in the accompanying unaudited Condensed Consolidated Statements of Income.

Concentration of suppliers

The Company procures most of its fuel products under branded fuel supply agreements withtwo major oil companies. The supply agreements provide formula-based pricing and minimum volume commitments. The Company’s branded fuel purchases totaled approximately 80% for both the three and six months ended June 30, 2026, respectively, and 83% and 84% for the three and six months ended June 30, 2025, and exceeded their minimum volume purchase commitments. The Company may also purchase unbranded fuel from other suppliers to supply unbranded sites. Fuel products are received at various fuel terminals throughout markets in which the Company operates and are transported to stores through common carriers. While the Company believes other fuel suppliers could supply product at similar or more favorable terms, there is a risk that an alternative supplier would not be immediately available or would not meet the current contracted pricing agreement, resulting in a material effect on the Company’s business, cost of goods sold, and results of operations.

The Company also purchased approximately 53% and 54% for the three and six months ended June 30, 2026, respectively, and 54% for both the three and six months ended June 30, 2025, of general merchandise and supplies from three wholesale grocers. While the Company believes other wholesale grocers could supply general merchandise at similar or more favorable terms, there is a risk an alternative supplier would not be immediately available or would not meet the current pricing resulting in a material effect on the Company’s business, costs of goods sold, and results of operations.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company invests a portion of its cash and cash equivalents with nonaffiliated institutions, which, at times, may exceed federally insured limits and which management believes to have strong credit ratings. The Company has not experienced any losses on its deposits of cash or cash equivalents. Federal insurance coverage was limited to $250 per depositor at each financial institution. As of June 30, 2026, and December 31, 2025, there were approximately $86,944 and $29,004, respectively, in accounts that were in excess of federally insured limits. Concentrations of credit risk with respect to accounts receivable are limited due to the credit worthiness of the Company’s credit card processors, vendors, tenants, and customers. Management regularly monitors the creditworthiness of its counterparties and believes that it has adequately provided for any exposure to expected credit losses.

Equity-based compensation

Equity-based compensation is accounted for as an expense in accordance with ASC Topic 718,Stock Compensation, which requires compensation cost for the grant-date fair value of equity-based awards to be recognized over the requisite service periods. The Company uses the straight-line method to amortize all stock awards granted over the requisite service period of the award. The Company accounts for forfeitures when they occur, and any compensation expense previously recognized on unvested equity-based awards is reversed when forfeited.

The fair value of restricted stock units (“RSUs”) is based on the fair value of Class A common stock at the time of grant.

The fair value of performance stock units (“PSUs”) is estimated using a Monte Carlo simulation approach. These require management to make assumptions on the grant date, including the expected term of the award, the expected volatility of the Company’s Class A common stock calculated based on a period of time commensurate with the expected term of the award, risk-free interest rates, expected dividend yields of the Company’s Class A common stock, and the probability and timing of achieving the hurdle amount.

Unit incentive plan

Prior to the IPO, employees of the Company were eligible to participate in the Unit Incentive Plan (the “Plan”). The Plan was designed as profit interests for plan participants (the “Plan Participants”) to share in any future appreciation of the Company after the Members receive the agreed upon distribution of $762,110, thereby aligning the interests of Plan Participants with those of the Company’s Members. The Company authorized the issuance of up to 2.5% Series P

member interests (“Series P Interests”) for Plan Participants. Series P Interests were subject to vesting, repurchase rights upon cessation of employment, and other events defined within the Plan. Series P Interests vested over a 4-year period as long as the Participant has provided continuous employment, consulting, or other service to the Company, one of its Affiliates or an Affiliate through each vesting date. The Series P Interests were all fully vested as of December 31, 2024. Vested Series P Interests were exchanged for LLC Interests on a “value-for-value” basis based on the fair market value of the Series P Interests at the time of the IPO and Transactions and the Class A common stock price in the IPO, and taking into account applicable participating thresholds.

Redeemable senior preferred membership interests

The Company accounted for members’ interest subject to possible redemption in accordance with the guidance in ASC 480,Distinguishing Liabilities from Equity. The redeemable senior preferred membership interests were redeemable upon the occurrence of certain deemed liquidation events which are outside of the Company’s control and therefore are classified outside of permanent equity. The redeemable senior preferred membership interests are recorded net of issuance costs and discounts and are being accreted to their expected redemption amount using the effective interest method over the expected term of the instrument. The Company recorded accretion of $2,236 and $12,638 during the three and six months ended June 30, 2026, respectively, and $8,744 and $17,138 during the three and six months June 30, 2025, respectively, which is considered a deemed dividend.

The redeemable senior preferred membership interests contained an embedded derivative which required bifurcation and mark-to-market treatment each period with changes in fair value recognized in earnings in accordance with ASC 815-15,Derivatives and Hedging – Embedded Derivatives. See also Note 14 Fair Value Measurements.

The interests were fully redeemed with proceeds from the IPO.

Lease accounting

Leases are classified and reported in accordance with FASB ASC 842*, Leases*(“ASC 842”). The Company leases certain properties under non-cancellable leases whose base terms are typically 10 to 20 years and generally provide options that permit renewals for additional periods. The Company recognizes a right-of-use asset representing its right to use the underlying assets for the lease term and a lease liability for the obligation to make lease payments. Both the right-of-use asset and lease liability are initially measured at the present value of the lease payments using the implicit rate in the lease agreement when it is readily determinable. When the implicit rate is not readily determinable, the Company uses its incremental borrowing rate of debt over the term of the lease. The Company includes lease payments from renewal options in the measurement of its right-of-use assets and lease liabilities when the renewal options are reasonably certain of exercise. Minimum lease payments are expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably expected to be exercised. In addition to minimum lease payments, certain leases provide for fixed or indexed-based increases and may also include additional payments based on the Company’s sales volumes. The Company is typically responsible for payment of real estate taxes, maintenance expenses, and insurance related to the leased properties. All variable-based increases or additional lease expenses are expensed as incurred and not included in the Company’s recognized lease liabilities.

The Company has elected to account for each lease component and its associated non-lease components as a single component and has allocated the contract consideration across lease components only.

Additionally, for each of the Company’s real estate transactions involving the leaseback of the related property from the buyer or affiliates of the buyer, the Company determines whether these transactions qualify as sale and leaseback transactions under ASC 842. A transaction involving a sale and leaseback will be accounted for as a sale if the buyer-lessor obtains control of the asset unless the leaseback would be classified as a finance lease or unless an option for the Company to repurchase the asset would preclude accounting as a sale. The Company considers various inputs and assumptions in assessing whether transactions involving a sale and leaseback should be accounted for as a sale, including whether the buyer-lessor has the significant risks and rewards of ownership, lease renewal options, and whether a repurchase option exists. For these transactions, the Company considers various inputs and assumptions including, but not

necessarily limited to, effective cost of funds, lease terms, renewal options, minimum lease payments, discount rates, economic life of the properties, the existence of a purchase option, and other rights and provisions in the purchase and sale agreement, lease, and other documentation to determine whether control has been transferred to the buyer or remains with the Company. A lease will be classified as direct financing if risks and rewards are conveyed without the transfer of control. Otherwise, the lease is treated as an operating lease.

In addition to the sale and leaseback transactions described above, the Company entered into BTS Arrangements for the construction of new stores. For BTS Arrangements, the Company may transfer land or partially constructed assets to the lessor and leaseback the underlying assets upon completion of construction. Only transactions for which the construction-in-progress asset is substantially similar to the completed asset leased back are in the scope of the sale and leaseback guidance. If the asset leased back is substantially different from that being sold, the transaction is assessed as a sale of a non-financial asset under FASB ASC 606,Revenue Recognition.

Under FASB ASC 842, BTS Arrangements require specific consideration to determine whether the Company is considered the accounting owner of the land and asset during the construction period. This determination requires the Company to evaluate whether the Company controls the land and assets being constructed, which includes having the ability to direct how and for what purpose the asset is used during the construction period, as well as bearing the majority of the risks and rewards of ownership. For these BTS Arrangements, the Company has determined the lessor has obtained control of the land during the construction period. Nonetheless, the Company remains the accounting owner of the land until lease commencement as sale treatment cannot be determined until the lease commences. Upon commencement of the lease, the Company applies the leaseback measurement guidance under ASC 842 described above.

Asset retirement obligations

The following is a roll forward of the asset retirement obligations at June 30, 2026, and December 31, 2025:

Earnings per share

Basic earnings per share is calculated by dividing the net income by the weighted-average number of shares of the Company’s Class A common stock outstanding for the period, without consideration for potential dilutive shares of common stock. Shares of Class B common stock, RSUs, and PSUs are not entitled to receive any distributions or dividends and are, therefore, excluded from this presentation since they are not participating securities. The Company calculated diluted earnings per share using the treasury stock method for RSUs and the if-converted method for LLC Interests which are exchangeable at the Company’s election for the Company’s Class A common stock.

The Company did not include earnings per share for the pre-IPO period as part of its financial statements. All earnings prior to April 23, 2026, the completion of the IPO, were entirely allocable to the noncontrolling interests and, as a result, earnings per share information is not applicable for the reporting periods prior to this date. Consequently, only earnings per share for net income for periods including and subsequent to April 23, 2026, are presented.

Segment reporting

The Company manages its business activities on a consolidated basis and operates as asingle operating segment (the “Retail segment”). The Company primarily derives its revenue in the United States by operating convenience stores that offer a broad selection of merchandise, fuel, and other products and services designed to appeal to the convenience needs of the Company’s customers. The Company’s stores sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar classes of customers. The Chief Operating Decision Maker (“CODM”) is the Chairman and Chief Executive Officer. The CODM evaluates performance using Net income, as reported in the Company’s accompanying unaudited Condensed Consolidated Statements of Income. This metric is used to make operational and strategic decisions, prepare the Company’s annual plan, and allocate resources. The measurement of segment assets is reported in the accompanying unaudited Condensed Consolidated Balance Sheets as Total assets.

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 May 2026, the FASB issued ASU 2026-02,Environmental Credits and Environmental Credit Obligations. The standard provides recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. The new guidance will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods and is to be adopted on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating ASU 2026-02 to determine its impact on financial and footnote disclosures.

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.

In the first quarter of 2025, the Company committed to a plan to sell a disposal group that includes all of its 29 operating Iowa and Kansas convenience stores. The assets and related liabilities were classified as held for sale as of March 31, 2025. These assets and liabilities were not considered significant to the Company and did not represent a strategic shift. As of June 30, 2026, the disposal group continued to meet the criteria to be classified as held for sale under ASC 360,“Property, Plant, and Equipment” and an addition of one closed location was added to the disposal group. We expect to sell these stores by the end of 2026.

Held-for-Sale Criteria and Impairment

The assets and liabilities of the disposal group are classified as held for sale in the unaudited Condensed Consolidated Balance Sheet as of June 30, 2026, and are measured at the lower of their carrying amount or fair value less costs to sell.

The carrying amounts of the major classes of assets and liabilities included in the disposal group classified as held for sale are as follows:

There wasno impairment charge recorded for the three and six months ended June 30, 2026, nor the three and six months ended June 30, 2025, as the fair value exceeded carrying value.

During each of the three and six months ended June 30, 2026, the Company disposed of certain assets for total proceeds of $618 in both periods, resulting in a loss of $488 and $499, respectively. During the three and six months ended June 30, 2025, the Company disposed of certain assets for total proceeds of $2,837 and $3,753, respectively, resulting in a gain of $1,834 and $2,384, respectively.

Property and equipment consist of the following:

Depreciation and amortization expense was $16,429 and $32,228 for the three and six months ended June 30, 2026, respectively. Depreciation and amortization expense was $15,491 and $30,868 for the three and six months ended June 30, 2025, respectively.

During the three and six months periods ended June 30, 2026, and 2025, the Company entered into lease and disbursement agreements (the “BTS Arrangements”) with certain landlords. Under the BTS Arrangements, the Company identifies suitable parcels of land for convenience stores and such sites may be (i) initially owned by the Company and sold to the landlord, (ii) under a binding purchase and sale agreement which is then assigned to the landlord, or (iii) acquired by the landlord directly from a third-party. The Company prepares development, and construction plans which are approved by the landlord. The Company then engages and supervises third-party contractors to complete the construction of the stores which the landlord funds and legally owns. In some cases, the Company may begin construction prior to legal sale to landlord.

The landlords are expected to fund the majority of the overall construction costs and related improvements. Each individual lease commences upon the substantial completion of each store, and the rent commencement date is expected to occur simultaneously. The initial term of each lease is approximately 20 years with a Company option to extend fortwo additional four-year terms. The Company assessed the renewal options and has included periods in the lease term for which renewal is reasonably certain to be exercised. The Company pays base rent to the landlord in an amount determined based on the total costs funded by landlord and the base rent payments increase 2.0% annually. The Company has a right of first offer to purchase properties at a price determined by the landlord. The Company cannot exercise its right of first refusal without action first taken by the landlord. Thus, the Company does not control the asset, and the right of first refusal is not a repurchase option under ASC 606. During the term, the Company will also pay all operating expenses, taxes, and any other expenses payable under each lease.

The Company finished construction atone store andtwo stores under the BTS Arrangements during the three and six months ended June 30, 2026, respectively. The respective leases commenced and are included as components of the Company’s initial operating lease liabilities in the amount of $14,934 and initial Right-of-use assets in the amount of $15,144 as of June 30, 2026, in the accompanying unaudited Condensed Consolidated Balance Sheets.

Lease costs consist of the following:

The components of lease expenses, including base rent, variable lease costs primarily consisting of rent based on a percentage of sales and common area maintenance are included in the accompanying unaudited Condensed Consolidated Statements of Income as follows:

Weighted-average remaining lease terms and weighted-average discount rates for outstanding leases were as follows:

Future minimum payments under the finance leases and operating leases with initial or remaining terms of one year or more consist of the following as of June 30, 2026:

On April 2, 2021, the Company entered into a credit facility which was subsequently amended on November 23, 2022 (the “2021 Credit Facility”). The 2021 Credit Facility includes a $410,000 term loan (the “2021 Term Loan”) with aseven-year maturity and a $150,000 revolver (the “2021 Revolver”) with afive-year maturity. The 2021 Credit Facility was further amended on May 26, 2023 (the “2023 Amendment”), to replace the benchmark interest rate from LIBOR to SOFR as of July 1, 2023, and to adopt other conforming changes. The Company elected to apply the optional expedient within FASB ASC 848,Reference Rate Reform, and determined that the 2023 Amendment was a debt modification in accordance with FASB ASC 470-50,Debt – Modifications and Extinguishments. There was no material impact to the accompanying unaudited Condensed Consolidated Financial Statements for these changes.

On May 30, 2025, the Company entered into an additional amendment to the Credit Facility with the Existing Revolver Lenders and extended the maturity date of the 2021 Revolver from April 2, 2026, to April 2, 2027 (the “First 2025 Credit Amendment”). On December 18, 2025, the Company entered into an additional amendment to the Credit Facility with the Existing Revolver Lenders (the “Second 2025 Credit Amendment” and together with the First 2025 Credit Amendment, the “2025 Credit Amendments”) and extended the maturity date of the 2021 Revolver from April 2, 2027, to April 2, 2028, lowered the interest rate by 25 basis points, and eliminated an upfront fee of 0.10% for each consenting Existing Revolving Credit Commitment. The Company determined the 2025 Credit Amendments to be debt modifications in accordance with FASB ASC 470-50. The fees associated with the 2025 Credit Amendments were immaterial.

As of June 30, 2026, the interest rate under the 2021 Term Loan is SOFR plus 350 basis points (7.26% as of June 30, 2026) and the interest rate under the 2021 Revolver is SOFR plus 225 basis points (5.89% as of June 30, 2026). Principal on the 2021 Term Loan is payable in quarterly installments of $1,025, with a balloon payment of the remaining outstanding balance due upon maturity in April 2028. Borrowings on the 2021 Revolver are due upon maturity in April 2028. As of June 30, 2026, the Company has $140,000 available for future borrowings under its 2021 Revolver facility, of which $3,127 is committed to undrawn letters of credit.

Debt components as of June 30, 2026, and December 31, 2025, are summarized as follows:

Scheduled principal payments of debts as of June 30, 2026, are as follows:

The 2021 Term Loan and 2021 Revolver are prepayable in accordance with the loan agreements without a prepayment penalty. In addition to contractually scheduled maturities, if certain excess free cash flow thresholds are achieved, as defined by the 2021 Credit Facility, and there is an outstanding balance on the 2021 Term Loan at the end of the respective calendar year, the Company will be obligated to prepay a certain amount of principal, as defined by the 2021 Credit Facility, within 125 days of the respective calendar year end. The 2021 Credit Facility is guaranteed by the Company. Under the 2021 Credit Facility, the Company is required to maintain compliance with certain financial and non-financial covenants. As of June 30, 2026, the Company was in compliance with its covenants.

Interest activity for debt for the periods presented is as follows:

2019 Sale-leaseback transactions

In connection with a sale in 2019 of 76 retail gasoline stations and convenience stores, the Company entered into sale and leaseback transactions withtwo different buyer-lessors. The leases provide for the lease of land, buildings, structures, and other improvements on the land, exclusive of storage tanks and fuel equipment. The leases have atwenty-year base term with four successive options to renew the leases for afive-year period on the same terms, covenants, conditions, and rental as the primary non-revocable lease term. The leases have a triple-net structure, which requires the Company to pay substantially all costs associated with the Company’s properties that are subject to the leases, including real estate taxes, insurance, utilities, maintenance, and operating costs.

The sale did not meet the criteria for sale accounting as the leases would be classified as finance leases. As a result of not meeting the criteria for sale accounting for these sites, the sale-leaseback transactions are accounted for as a failed sale-leaseback financing obligation. As such, the property and equipment sold and leased back by the Company has not been derecognized and continues to be depreciated. When cash proceeds are exchanged, a failed sale-leaseback financing obligation is equal to the proceeds received for the assets that are sold and then leased back. Accordingly, the Company recognized a financing obligation of $236,894 based on proceeds from the sale. The value of the failed sale-leaseback financing obligations recognized in these transactions was determined to be the fair value of the leased real estate assets.

As the Company’s incremental borrowing rate at the time resulted in an ending financing obligation that was greater than the expected economic value of the leased property, the Company adjusted the interest rate to the effective yield of 6.2%, that, when applied to the minimum lease payments, produces a present value equal to the price. This will produceno gain or loss at the end of the lease term.

The rental payments under the lease are allocated between interest expense and principal repayment of the financing obligation using the effective interest method and amortized over the lease term. The failed sale-leaseback obligations will not be reduced to less than the net book value of the leased assets as of the end of the lease term.

In lieu of recognizing lease expenses for the lease rental payments, the Company incurs interest expense associated with the financing obligation. Interest expense of $3,837 and $7,694 was recorded for the three and six months ended June 30, 2026, respectively, and of $3,803 and $7,635 was recorded for the three and six months ended June 30, 2025, respectively. The financing obligation will amortize through expiration of the leases based upon the lease rental payments which were $504 and $1,001 for the three and six months ended June 30, 2026, respectively, and $474 and $942 for the three and six months ended June 30, 2025, respectively. The rent payable under the lease agreements escalates at the lesser of either 1.5% or 1.5 x of the increase in the Consumer Price Index (“CPI”). The estimated future payments in the table below include payments and adjustments to reflect estimated payments as described in the lease agreements. As the annual increases are considered contingent on what the change in CPI will be, the estimated future payments in the table below are not adjusted for minimum annual increases. Contingent payments and payments on account of CPI increases are recorded as interest expense as incurred. The Company incurred $1,276 in financing costs associated with these transactions which were capitalized and are being amortized over the life of the lease.

The components of the financing obligations associated with 2019 sale-leaseback transaction are summarized as follows:

Future minimum payments related to the financing obligations are summarized below:

Build-to-suit sale-leaseback arrangements (“BTS Arrangements”)

During the three months ended June 30, 2026, and year ended December 31, 2025, the Company entered into BTS Arrangements with buyer-lessors. These transactions resulted in the Company remaining the accounting owner of the land until lease commencement as sale treatment cannot be determined until lease commencement, which is generally upon construction completion and store opening. Accordingly, the proceeds received from the sale of land are recorded as financing obligations until the lease commences and sale treatment can be evaluated.

Classification of the leases as operating leases upon lease commencement permitted sale recognition, allowing the Company to derecognize the associated obligations. The Company recorded a loss on disposal of land under BTS Arrangements of $15 for the three month period ended June 30, 2026, and a gain of $81 for the six months period ended June 30, 2026, and a loss of $64 and $66 for the three and six months ended June 30, 2025, respectively.

The components of financing obligation associated with BTS Arrangements are summarized as of June 30, 2026, and December 31, 2025, as follows:

During the year ended December 31, 2022, the Company sold 150,000 units of Redeemable Senior Preferred Membership Interests with a stated value of $150,000 for aggregate gross cash proceeds of $147,000. Redeemable Senior Preferred Members hadno voting rights but held liquidation preferences and were entitled to receive quarterly distributions and an annual fixed preferred return. On April 23, 2026, the Company used net proceeds from the IPO of $251,523 to fully redeem the outstanding Redeemable Senior Preferred Members equity interest.

9. Stockholders’ Equity

Equity structure prior to IPO and Transactions

The Company historically conducted business through Ultimate Parent and its subsidiaries. Yesway, Inc. was formed to become the holding company of Ultimate Parent and hadone class of common stock with par value of $0.01 and 100 shares authorized, issued, and outstanding held by the manager of Ultimate Parent’s Board of Directors. Yesway, Inc. incurred minimal expenses for audit, tax compliance, and bank fees from its inception on April 23, 2021 which were

reimbursed by Ultimate Parent through an expense sharing agreement. The outstanding shares were exchanged forone share of Class A common stock at the date of the IPO and Transactions.

Amendment and Restatement of Certificate of Incorporation

On April 21, 2026, the Company filed an Amended and Restated Certificate of Incorporation authorizing 500,000,000 shares of Class A common stock, par value $0.0001,150,000,000 shares of Class B common stock, par value $0.0001,10,000,000 shares of preferred stock, par value of $0.0001.

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 presented to stockholders for their vote or approval, except for certain amendments to the amended and restated certificate of incorporation or as otherwise required by applicable law or the amended and restated certificate of incorporation.

Upon dissolution or liquidation, after full payment of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the remaining funds of the Company available for distribution will be divided among the holders of all outstanding shares of Class A and Class B common stock such that the holders shall each be entitled to receive par value per share. Shares of Class A and Class B common stock do not have preemptive, subscription, redemption, or conversion rights.

Class A common stock

Holders of Class A common stock are entitled to declared dividends and pro rata distribution of remaining available assets upon liquidation.

The Company must, at all times, maintain aone-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).

At June 30, 2026, there were 31,185,561 shares of Class A common stock issued and outstanding.

Class B common stock

Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon liquidation, dissolution, or winding up of the Company other than a return of par value.

Shares of Class B common stock will be issued in the future only to the extent necessary to maintain aone-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock issued to the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be cancelled on aone-for-one basis if an existing LLC Interests 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.

At June 30, 2026, there were 32,009,185 shares of Class B common stock issued and outstanding.

Preferred stock

The Company’s board of directors is authorized to direct the Company to issue one or more series of preferred stock and may determine with respect to any preferred stock, the powers, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each series of preferred stock.

As of June 30, 2026, no series of preferred stock have been issued.

10. Equity-Based Compensation

2026 Incentive Award Plan

The Company established the 2026 Incentive Award Plan (the “Plan”) which allows the Company’s board of directors (or an authorized committee to which the board delegates such authority) to grant incentive stock options, stock appreciation rights, restricted stock, restricted stock units, or other stock or cash based awards. The maximum number of shares that may be issued pursuant to awards under the Plan initially is 7,331,369 shares, subject to annual increases as provided by the Plan. No more than 73,313,690 shares may be issued pursuant to the exercise of incentive stock options. Shares issued under the Plan may be authorized but unissued shares, shares purchased on the open market, or treasury shares.

RSUs

Concurrent with the IPO, the Company granted new RSUs to the members of the board of directors and certain employees. The RSUs have a time-based vesting ofone year for the members of the board of directors andone-third on each of the first three anniversaries of the IPO for employees, in each case, subject to the recipient’s continuous service to the Company, a parent, subsidiary, or affiliate through the applicable vesting date. Both sets of RSUs have a contractual term approximately equivalent to their vesting periods. Upon vesting, the RSUs are subject to settlement in Class A common stock; unvested RSUs are not considered outstanding shares of Class A common stock.

The Company issued 1,828,000 RSUs with a fair value equal to the fair value of Class A common stock at the time of grant of $21.75 per unit. Total compensation expense for RSUs was approximately $2,542 for the three and six months ended June 30, 2026, of which $113 is included in Selling, general, and administrative expenses and $2,429 is included in Salaries and benefits in the accompanying Condensed Consolidated Statements of Income. As of June 30, 2026, the unamortized compensation cost related to RSUs is $37,217 and is expected to be recognized over a weighted-average period of approximately 2.8 years. There wereno forfeitures as of June 30, 2026. The following table summarizes the RSU activity for the six months ended June 30, 2026:

PSUs

Concurrent with the IPO, the Company granted new PSUs to certain employees. Each PSU was eligible to vest based on the achievement of pre-established stock price hurdles over a performance period offive years. More specifically,50% of the PSUs 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 1.5 x the initial offering price per share of Class A common stock and (ii) the second anniversary of the date the registration statement became effective. The remaining 50% of the PSUs 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 2.0 x the initial offering price per share of Class A common stock and (ii) the third anniversary of the date the registration statement became effective.

The Company issued 900,000 PSUs with a fair value equal to $17.20 per unit and 900,000 PSUs with a fair value equal to $13.00 per unit. The fair value of the PSUs was calculated with the contractual term of 5 years as the expected term, estimated volatility of 35% based on observed equity volatility for comparable companies, adjusted for the Company's financial leverage, dividends of $0, and a risk- free rate 3.9% based on the U.S. Constant Maturity Treasury Yield commensurate with the term to the end of the derived service period. Total compensation expense for PSUs was approximately $2,166 for the three and six months ended June 30, 2026, which is included in Salaries and benefits in the

accompanying Condensed Consolidated Statements of Income. As of June 30, 2026, the unamortized compensation cost related to PSUs is $25,014 and is expected to be recognized over a weighted-average period of approximately 2.3 years. There wereno forfeitures as of June 30, 2026. The following table summarizes the PSU activity for the six months ended June 30, 2026:

11. Noncontrolling Interests

On April 23, 2026, the Company used net proceeds from the IPO to indirectly redeem 15,085,561 LLC Interests from the existing LLC Interest owners. As of June 30, 2026, the Company owned 49.3% of Ultimate Parent.

Issuance of additional LLC Interests

Under the LLC Agreement, the Company is required to cause Ultimate Parent to issue additional LLC Interests to the Company when the Company issues additional shares of Class A common stock, such that, at all times, the number of LLC Interests held by the Company equals the number of outstanding shares of Class A common stock. The Company must contribute to Ultimate Parent net proceeds and property, if any, received by the Company with respect to the issuance of such additional shares of Class A common stock.

Distributions

As a limited liability company (treated as a partnership for income tax purposes), Ultimate Parent does not incur significant federal, state, or local income taxes, as these are primarily the obligations of its members. As authorized by the LLC Agreement, Ultimate Parent is required to distribute cash, to the extent that Ultimate Parent has available cash, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to each member’s share of Ultimate Parent taxable earnings. Ultimate Parent makes such tax distributions to its members quarterly, applied to projected year-to-date taxable income, with a final accounting once actual taxable income or loss has been determined. There wereno tax distributions made to non-controlling LLC Interest holders during the three and six months ended June 30, 2026.

Other Distributions

Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to LLC Interest holders and the amount of any such distributions. If the Company authorizes a distribution, such distribution will be made to the LLC Interest holders (including the Company) pro rata in accordance with the percentages of their respective LLC Interests units.

12. Earnings Per Share

Basic earnings per share is calculated by dividing the net income or (loss) by the weighted-average number of shares of the Company’s Class A common stock outstanding for the period, without consideration for potential dilutive shares of common stock. The Company’s Class B common stock are not participating securities because holders are not entitled to dividends.

Diluted earnings per share is computed by adjusting the net income available to the Company and the weighted-average number of shares outstanding to give effect to potentially dilutive securities. The Company calculated diluted earnings per share using the treasury stock method for RSUs and the if-converted method for LLC Interests which are exchangeable at the Company’s election for the Company’s Class A common stock. The Company’s RSUs are considered stock equivalents for this purpose. For the period from April 23, 2026, to June 30, 2026, the reallocation of net income and weighted average shares of Class A common stock attributable to noncontrolling interests from the assumed conversion of LLC Interests has been excluded as this was anti-dilutive.

Earnings per share is presented for the period from after the IPO, April 23, 2026, to June 30, 2026. The Company’s current capital structure is not reflective of the capital structure of Ultimate Parent prior to the IPO and the related transactions. Therefore, earnings per share has not been presented for the period of the year prior to the IPO or for the three and six months periods ended June 30, 2025.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock for the periods following the IPO (in thousands, except share and per share amounts):

13. Payable Pursuant to the Tax Receivable Agreement

Amounts payable under the TRA are contingent upon the generation of future taxable income over the term of the TRA and future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the TRA

to utilize the tax benefits, then we would not be required to make the related payments. During the three months ended June 30, 2026, the Company indirectly redeemed an aggregate of 15,085,561 LLC Interests, which resulted in an increase in the tax basis of the Company’s investment in Ultimate Parent, subject to the provisions of the TRA. As a result of these redemptions, during the three months ended June 30, 2026, the Company estimated that the tax savings associated with all tax attributes described above would require us to pay $92,263, primarily over the next 15 years. The Company recorded this liability and a corresponding deferred tax assets in the amount of $41,627.

No TRA payments have been made as of June 30, 2026, nor are due within the next 12 months.

14.** **Fair Value Measurements

The Company follows the provisions of FASB ASC 820Fair Value Measurement (“ASC 820”), which defines fair value and establishes a hierarchy for inputs used in measuring fair value that maximize the use of observable inputs and minimize the use of unobservable inputs, requiring that inputs that are most observable be used when available. Observable inputs are inputs that market participants operating within the same marketplace as the Company would use in pricing the Company’s assets or liability based on independently derived and observable market data. Unobservable input cannot be sourced from a broad active market in which assets or liabilities identical or similar to those of the Company are traded. The Company estimates the price of any assets for which there are only unobservable inputs by using assumptions that market participants that have investments in the same or similar assets would use as determined by the money managers for each investment based on best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the degree to which the exit price is independently observable or determinable as follows:

Level 1 - Valuation based on quoted market prices in active markets for identical assets or liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3 - Valuation based on inputs that are unobservable and reflect management’s best estimate of what market participants would use as fair value.

The following table summarizes the fair value hierarchy of the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2026, and December 31, 2025:

Valuation techniques and methodologies

Cash, Accounts receivables, Accounts payable, Accrued expenses and other noncurrent liabilities: The carrying amount approximates fair value due to the short maturity of these instruments.

Debt: The fair value of the Company’s debt is estimated based on the current rates offered to the Company for debt of the same or similar issues. Based on the variable rate interest (Level 2) in-place, the fair value of the Company’s debt approximated its carrying value on June 30, 2026, and December 31, 2025.

Derivative liability: The probability of near term payoff of the Redeemable Senior Preferred Membership Interests decreased the value of the derivative to $0 as of December 31, 2025. The derivative liability was extinguished on April 23, 2026, when the Redeemable Senior Preferred Membership Interests were fully redeemed. This liability continued to be valued at $0 through the redemption date.

The table presented below is a summary of changes in the fair value of the Company’s Level 3 valuation for the derivative liability during the six months ended June 30, 2026, and the year ended December 31, 2025, were as follows:

Change in fair value of derivative liability

There wereno transfers between Levels 1, 2, and 3 during the reporting period.

Nonrecurring fair value measurements

The Company also measures certain assets at fair value on a nonrecurring basis, including other investments, goodwill, property and equipment, operating lease right-of-use assets, and finance lease right-of-use assets when impairment indicators are present.

The fair value of these assets is based on management’s estimates of the amount that could be realized from the sale of assets in a current transaction between willing parties. Impairment is evaluated and recorded throughout the year, as necessary. The fair value estimates are derived from offers, actual sale or disposition of assets, and other indications of fair value, which are considered Level 3 inputs. The Level 3 inputs of fair value measurement are significantly influenced by market conditions, including changes in supply and demand, interest rates and financing conditions, inflation, and broader economic trends.

15. Related-party transactions

The Company reimburses an affiliate for various costs incurred on behalf of the Company, as described below.

The Company was charged $71 and $70 during the three months period ended June 30, 2026, and 2025, respectively, and $143 and $139 during the six months periods ended June 30, 2026, and 2025, respectively, by an affiliate for a portion of rent for shared office space, which is included in Selling, general, and administrative expenses in the accompanying unaudited Condensed Consolidated Statements of Income.

The Company was charged $12 and $11 during the three and six months periods ended June 30, 2026, and 2025, respectively, and $23 during each of the three and six months periods ended June 30, 2026, and 2025, respectively, by an

affiliate for certain operating expenses incurred on behalf of the Company, which is included in Selling, general, and administrative expenses in the accompanying unaudited Condensed Consolidated Statements of Income.

The Company has total outstanding payables to related parties of $70 and $46 as of June 30, 2026, and December 31, 2025, respectively, for rent and accruals.

All amounts Due to and Due from affiliates represent advances to and from the Company. Such amounts are non-interest bearing and are due on demand.

16. Commitments and contingencies

Purchase commitments

The Company has minimum retail gasoline volume purchase requirements with various unrelated parties. These gallonage requirements are purchased at the fair market value of the product at the time of delivery. Should these gallonage requirements not be achieved, the Company may be liable to pay penalties to the appropriate supplier. As of June 30, 2026, the Company has fulfilled all gallonage commitments. The amounts purchased under these requirements were $459,945 and $748,248 for the three and six months period ended June 30, 2026, respectively, and $279,065 and $540,700 for the three and six months period ended June 30, 2025, respectively.

The following provides minimum volume purchase requirements on June 30, 2026 (in thousands of gallons):

Other commitments

The Company contracts with various contractors to build its stores. As of June 30, 2026, the Company had aggregate remaining commitments of approximately $19,497. These contracts are expected to be mostly completed by the end of the fourth quarter 2026.

The Company invested in Intrepid Venture GP, LLC as a Limited Partner in December 2021. This investment is accounted for using the cost method. The investment requires the Company to make capital contributions in cash to the partnership from time to time up to $3,000. As of June 30, 2026, the Company had an investment balance of $1,812 included in Other assets in the accompanying unaudited Condensed Consolidated Balance Sheets and a remaining commitment totaling $1,188.

Environmental liabilities

The United States Environmental Protection Agency and several states have adopted laws and regulations relating to underground storage tanks used for petroleum products. The Company has engaged environmental consultants to continually evaluate and monitor its locations for environmental compliance and potential remediation. If remediation is required, the Company’s consultants assist in developing remediation plans and cost projections, implement remediation actions, and monitor the sites as required. It is reasonably possible that the requirement for and the cost of remediation could change in the near term as a result of (1) changes to the remediation plan as required by federal, state, or local authorities, (2) changes in technology available to treat the sites, (3) unforeseen circumstances at the site, and (4) differences between projected and actual costs. Where allowable, the Company has filed claims under its property

insurance policies and with federal, state, and local agencies for ongoing maintenance and preventive care required by the Company’s insurance carriers. The Company accrues for environmental remediation liabilities when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Therefore, although the Company believes that these environmental liabilities are adequate, no assurances can be made that any costs incurred in excess of these environmental liabilities or outside of indemnifications or not otherwise covered by insurance would not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. As of June 30, 2026, and December 31, 2025, the Company had an estimated liability of $3,153 and $3,262, respectively, recorded on an undiscounted basis in Other noncurrent liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets. Amounts are expected to be paid out over a period that extends beyond one year from June 30, 2026. Environmental remediation and maintenance expense totaled $730 and $1,281 for each of the three and six months periods ended June 30, 2026, and $646 and $1,197 for each of the three and six months periods ended June 30, 2025, and is included in Selling, general, and administrative expenses in the accompanying unaudited Consolidated Statements of Income.

Legal proceedings

From time to time, the Company may be involved in legal or administrative proceedings or investigations arising from the conduct of its business operations, including, but not limited to, contractual disputes; employment, personnel, or accessibility matters; personal injury and property damage claims; and claims by federal, state, and local regulatory authorities relating to the sale of products pursuant to licenses and permits issued by those authorities. Claims for damages in those actions may be substantial. While the outcome of such litigation, proceedings, investigations, or claims is never certain, it is management’s opinion, after taking into consideration legal counsel’s assessment and the availability of insurance proceeds and other collateral sources to cover potential losses, that the ultimate disposition of such matters currently pending or threatened, individually or cumulatively, will not have a material adverse effect on the Company’s accompanying unaudited Condensed Consolidated Financial Statements.

17. Segment reporting

The following table provides the information about the Company’s revenue, significant segment expenses, and other segment items:

18. Income Taxes

The Company is taxed as a subchapter C corporation and is subject to U.S. Federal, state, and local taxes. The Company’s sole material asset is its ownership of Ultimate Parent, which is a limited liability company that is taxed as a partnership for U.S. federal and certain state and local income tax purposes. Ultimate Parent’s allocable share of taxable income and related tax credits, if any, are passed through to its unit holders, including the Company, and are included in the unit holders’ tax returns.

Income tax expense was $6,197 for both the three and six months ended June 30, 2026, compared to $158 for the comparable 2025 periods. The increase primarily relates to the Company’s transition to a taxable C corporation following the IPO on April 23, 2026. Prior to the IPO, substantially all income was generated by Ultimate Parent, which is treated as a partnership for U.S. federal income tax purposes and generally was not subject to entity-level income taxes.

The effective tax rate for the three and six months ended June 30, 2026, was 17.3% and 9.4%, respectively, compared to 0.7% and 0.8% for the comparable 2025 periods. The 2026 effective tax rates were lower than the U.S. federal statutory rate of 21% primarily because a significant portion of the Company’s earnings is attributable to noncontrolling interests that are not subject to tax at Yesway, Inc. The results from the three and six months ended June 30, 2025, do not reflect

significant income tax expense because prior to the Transactions, the consolidated Ultimate Parent pass-through-entity was not subject to corporate tax.

As of the three and six months ended June 30, 2026, our deferred tax assets were primarily the result of our net operating loss carryforwards, interest limitation carryforwards, and deductible interest related to the tax receivable agreement, and our deferred tax liabilities were primarily the result of our investment in Ultimate Parent. Certain tax attributes remain subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986 as a result of the historical acquisitions.

We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of a deferred tax may not be realized. As of June 30, 2026, we concluded, based on the weight of all available positive and negative evidence, that all but an immaterial amount of our deferred tax assets are more likely than not to be realized. As such, no material valuation allowance was recognized.

The Company regularly monitors its uncertain tax positions, and as of June 30, 2026, there were no material uncertain tax benefits that, if realized, would affect the estimated annual effective tax rate, nor were there positions for which it is reasonably possible that the total amount of uncertain tax benefits will significantly increase or decrease within the next 12 months.

19. Subsequent Events

Subsequent to June 30, 2026, the Company entered into a new agreement with a third-party fuel supplier containing minimum retail gasoline volume purchase requirements. The following provides the revised total minimum volume purchase requirements as of August 1, 2026, (in thousands of gallons):