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Yesway Inc.

04/28/2026 | Press release | Distributed by Public on 04/28/2026 14:20

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TRKLA THOMAS N.
2. Issuer Name and Ticker or Trading Symbol
Yesway, Inc. [YSWY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O YESWAY, INC., 2301 EAGLE PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026
(Street)
FORT WORTH, TX 76177
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 04/21/2026 A(1) 267,804 A (1) 267,804 D
Class A Common Stock 04/21/2026 A(1) 15,085,561 A (1) 15,085,561 I By Brookwood Financial Partners, LLC(2)
Class B Common Stock 04/21/2026 A(1) 9,367,808 A (1) 9,367,808 I By BW Gas & Convenience Aggregator, L.P.(3)
Class B Common Stock 04/21/2026 A(1) 19,735,435 A (1) 19,735,435 I By BW Gas & Convenience Aggregator II, L.P.(4)
Class B Common Stock 04/21/2026 A(1) 1,686,923 A (1) 1,686,923 I By BW Gas & Convenience Aggregator III, L.P.(5)
Class B Common Stock 04/21/2026 A(1) 70,777 A (1) 70,777 I By TNT 2011 Irrevocable Trust DTD(6)
Class B Common Stock 04/21/2026 A(1) 10,712 A (1) 10,712 I By Brookwood Financial Co., Inc.(7)
Class A Common Stock 04/24/2026 A 1,080,000(8) A $ 0 1,080,000 D
Class A Common Stock 04/24/2026 A 1,080,000(9)(10) A $ 0 2,160,000 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LLC Interests (11) 04/21/2026 A(1) 267,804 (11) (11) Class A Common Stock 267,804 $ 0 267,804 D
LLC Interests (11) 04/21/2026 A(1) 9,367,808 (11) (11) Class A Common Stock 9,367,808 $ 0 9,367,808 I By BW Gas & Convenience Aggregator, L.P.(3)
LLC Interests (11) 04/21/2026 A(1) 19,735,435 (11) (11) Class A Common Stock 19,735,435 $ 0 19,735,435 I By BW Gas & Convenience Aggregator II, L.P.(4)
LLC Interests (11) 04/21/2026 A(1) 1,686,923 (11) (11) Class A Common Stock 1,686,923 $ 0 1,686,923 I By BW Gas & Convenience Aggregator III, L.P.(5)
LLC Interests (11) 04/21/2026 A(1) 70,777 (11) (11) Class A Common Stock 70,777 $ 0 70,777 I By TNT 2011 Irrevocable Trust DTD(6)
LLC Interests (11) 04/21/2026 A(1) 10,712 (11) (11) Class A Common Stock 10,712 $ 0 10,712 I By Brookwood Financial Co., Inc.(7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TRKLA THOMAS N.
C/O YESWAY, INC.
2301 EAGLE PARKWAY
FORT WORTH, TX 76177
X X See Remarks

Signatures

/s/ Thomas N. Trkla 04/28/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering (the "Registration Statement"). These securities were previously reported on a Form 3 filed by the Reporting Person.
(2) Mr. Trkla has a controlling interest in Brookwood Financial Partners, LLC, and as a result, may be deemed to share beneficial ownership of the securities held of record by Brookwood Financial Partners, LLC.
(3) Mr. Trkla has a controlling interest in the general partner of BW Gas & Convenience Aggregator, L.P. ("Aggregator I"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Aggregator I.
(4) Mr. Trkla has a controlling interest in the general partner of BW Gas & Convenience Aggregator II, L.P. ("Aggregator II"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Aggregator II.
(5) Mr. Trkla has a controlling interest in the general partner of BW Gas & Convenience Aggregator III, L.P. ("Aggregator III"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Aggregator III.
(6) Represents securities that were inadvertently reported as directly held on a Form 3 filed by the Reporting Person. Mr. Trkla is trustee of TNT 2011 Irrevocable Trust DTD, and as a result, may be deemed to share beneficial ownership of the securities held of record by TNT 2011 Irrevocable Trust DTD.
(7) Represents securities that were inadvertently reported as directly held on a Form 3 filed by the Reporting Person. Mr. Trkla has a controlling interest in Brookwood Financial Co., Inc., and as a result, may be deemed to share beneficial ownership of the securities held of record by Brookwood Financial Co., Inc.
(8) Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs will vest in equal installments on each of the first three anniversaries of the date of effectiveness of the Registration Statement.
(9) Represents an award of performance-based restricted stock units (the "PSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PSUs will be eligible to vest 50% 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 1.5x the initial offering price per share of Class A Common Stock and (ii) the second anniversary of the date of effectiveness of the Registration Statement; and the remaining 50% 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 2.0x the initial offering price per share of Class A Common Stock and (ii) the third anniversary of the date of effectiveness of the Registration Statement (with no linear interpolation if the market price falls between the two stock price hurdles).
(10) If these vesting conditions are not met by the fifth anniversary of the date of effectiveness of the Registration Statement, any unvested PSUs will be forfeited automatically for no consideration.
(11) The membership units of BW Ultimate Parent, LLC (the "LLC Interests") may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forfeited in connection with the redemption. The LLC Interests have no expiration date.

Remarks:
Chairman, President and Chief Executive Officer
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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