YSWY 10-K & 10-Q changes, risk factors and insider trading

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q as well as the audited consolidated financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations, both of which are contained in our final prospectus (the “Prospectus”) dated April 21, 2026, as filed with the SEC on April 23, 2026, pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”), for our initial public offering (the “IPO”).

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.

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 AprilJuly 1, 2025, through MarchJune 31,30, 2026, we opened tenseven new-to-industry stores, including onetwo in 20262026, and closed orone sold four stores.store.

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 closebe completed 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.

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

Fuel sales less cost of goods sold (exclusive of depreciation and amortization) increased 48.6%36.0% for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025, primarily due to an increase in fuel margin to an average 49.452.6 cents per gallon (“cpg”) for the three months ended MarchJune 31,30, 2026, from 35.941.3 cpg in the same period in 2025. The increase in fuel margin contributed approximately 84%81% of the increase in fuel sales less cost of goods sold (exclusive of depreciation and amortization), with the remaining 16%19% attributable to the approximately 10.710.3 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.

Inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization) increased by 15.9%5.8% from $66.6$81.1 million for the three months ended MarchJune 31,30, 2025, to $77.2$85.8 million for the three months ended MarchJune 31,30, 2026, primarily due to higher inside merchandise sales resulting from net store growth, and pricing actions taken during 2025, together with an approximately 19649 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.

Three Months endedEnded MarchJune 31,30, 2026, Compared to the Three Months Ended MarchJune 31,30, 2025

Revenue was $683.6$920.8 million for the three months ended MarchJune 31,30, 2026, an increase of $83.3$243.1 million, or 13.9%,35.9%, compared to the three months ended MarchJune 31,30, 2025. This increase was primarily attributable to an increase in fuel sales of $64.1$232.3 million, or 16.0%,52.7%, and an increase in inside merchandise sales of $18.6$10.0 million, or 9.5%.4.4%. Fuel sales increased due to $34.5$37.8 millionmillion, or 16.3%, of incremental fuel sales from new stores and $30.2$194.5 million, or 7.6%,83.7%, due to same-store fuel sales, primarily attributable to a 22 cent,$1.27, or 7.5%,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 $10.6$7.4 millionmillion, or 74.0%, of incremental sales from new stores and $8.7$2.8 million attributable to a 4.5%28.0% increase in same-store sales, partially offset by $0.7$0.2 million decrease due to closed stores.

Cost of goods sold (exclusive of depreciation and amortization) was $529.2$743.5 million for the three months ended MarchJune 31,30, 2026, an increase of $48.8$215.4 million, or 10.1%,40.8%, compared to the three months ended MarchJune 31,30, 2025. This increase was attributable to $8.0$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 inside merchandise sales, and $40.7 million increase of higher fuel cost of goods sold (exclusive of depreciation and amortization).sales. The increase in fuel cost of goods sold (exclusive of depreciation and amortization) was driven by a $28.0$26.2 million increase associated with higher fuel gallons sold and $12.7$183.9 million increase resulting from a 3.3%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.

Salaries and employee benefits increased by $0.6$5.6 million, or 1.3%,11.2%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. Of this increase, $2.0approximately $4.7 million was related to equity-based compensation and approximately $1.3 million was related to new stores, partially offset by $1.0approximately $0.6 million decrease in same store costs due to better labor scheduling.scheduling and approximately $0.1 million related to closed stores. Equity-based compensation only reflects a partial period due to the grants having been issued in conjunction with the IPO. In future periods, equity-based compensation is expected to increase as a result of recognition over a full period.

Selling, general, and administrative expenses increased by $0.6$8.3 million, or 1.2%,17.1%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. This increase was primarily driven by aan $2.6increase 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 $1.9$0.4 million decrease for IPO related costs incurred and acquisition expenses compared to the three months ended MarchJune 31,30, 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.

Depreciation, amortization, and accretion expense increased by $0.5$0.9 million, or 3.0%,5.9%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. This increase was due primarily to capital expenditures for new stores.

Loss (Gain) Loss on Disposal of Assets

Gain on disposal of assets decreased by $0.7$2.0 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. This decrease was due primarily to sales of miscellaneous real estate assets.

Interest expense, net decreased by $2.3$2.6 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 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. TheSee weightedNote average6 interestin ratethe onNotes outstandingto borrowingsthe wasunaudited 7.24%Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report for themore three months ended March 31, 2026, and 7.91% for the three months ended March 31, 2025.information.

Change in fair value of derivative liability was $0.0 million for the three months ended MarchJune 31,30, 2026, compared to $1.3$2.1 million in the three months ended MarchJune 31,30, 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.were fully redeemed immediately subsequent to the IPO.

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-basedequity-based compensation costs. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation.

The increasesincrease from the three months ended MarchJune 31,30, 2025, to the three months ended MarchJune 31,30, 2026, werewas primarily attributable to the increase in fuel margin and inside merchandise margin from same-store sales and increases in fuel gallons and inside merchandise sales from new stores and the increase in fuel margin and inside merchandise margin,stores, partially offset by higher operating expenses from new stores.

The following table contains a reconciliation of income from operations to Store Contribution for the three and six months ended MarchJune 31,30, 2026, and MarchJune 31,30, 2025, respectively:

The increase from the three months ended MarchJune 31,30, 2025, to the three months ended MarchJune 31,30, 2026, was primarily attributable to higherthe increase in fuel volumesmargin and inside merchandise margin from same store sales and increases in fuel gallons and inside merchandise sales duefrom tonew anstores, increasepartially inoffset store count and aby higher concentrationoperating ofexpenses from new stores.

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 MarchJune 31,30, 2026, we had an outstanding debt balance of $430.5$399.5 million, consisting of $390.5$389.5 million and $40.0$10.0 million outstanding under our Term Loan Facility and Revolving Credit Facility, respectively.

We believe our cash and cash equivalents position and the $106.9$136.9 million remaining available on our Revolving Credit Facility as of MarchJune 31,30, 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.

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$41.0 million to $649.5$618.4 million as of MarchJune 31,30, 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.

As of MarchJune 31,30, 2026, our outstanding debt, financing obligations, and finance lease liabilities, including current maturities, net of debt discounts and debt issuance costs, consisted of:

Net cash provided by operating activities of $48.4$104.9 million during the threesix months ended MarchJune 31,30, 2026, increased $34.8$55.7 million compared to net cash provided by operating activities during the threesix months ended MarchJune 31,30, 2025. The increase was primarily due to an increase in net cash provided by new stores of approximately $2.1$7.9 million and by same stores of approximately $29.3$43.2 million primarily driven by higher gross profit, partially offset by a decrement of approximately $1.7$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 sixthree fewer stores under construction at MarchJune 31,30, 2026, than at MarchJune 31,30, 2025. Specifically, athere 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 andwas a reduction of $5.7$6.9 million in non-trade accounts payablespayable 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 $5.6$4.9 million primarily attributable to increased credit card sales, an increase in inventory of $8.5$6.6 million due to six more stores being open as of MarchJune 31,30, 2026, compared to MarchJune 31,30, 2025, as well as the higher cost of fuel inventory, and an increase in other assets of $1.8 million attributable to IPO costs.inventory. These decreases in working capital performance were partially offset by an increase of approximately $30.7$26.2 million attributable to increased accounts payable for fuel.

Net cash used in investing activities during the threesix months ended MarchJune 31,30, 2026, of $13.5$37.1 million decreased $12.7$8.6 million compared to net cash used in investing activities during the threesix months ended MarchJune 31,30, 2025, primarily duebecause towe thehad three fewer stores under construction andat openingJune of30, one2026, new-to-industrythan storeat inJune the first quarter of 2026 compared with four new-to-industry stores opening during the first quarter of30, 2025.

Net Cash (Used in) Provided by Financing Activities

Net cash used in financing activities during the threesix months ended MarchJune 31,30, 2026, of $15.0$22.8 million decreasedincreased $26.1$15.2 million compared to net cash providedused byin financing activities during the yearsix months ended MarchJune 31,30, 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 $25.0$40.0 million, resultingand an increase in distributions to members of $17.3 million, partially offset by net proceeds from reducedthe borrowingsIPO andof higher$293.7 repayments.million.