04/28/2026 | Press release | Distributed by Public on 04/28/2026 14:20
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LLC Interests | (6) | 04/21/2026 | A(1) | 105,209 | (6) | (6) | Class A Common Stock | 105,209 | $ 0 | 105,209 | D | ||||
| LLC Interests | (6) | 04/21/2026 | A(1) | 2,040 | (6) | (6) | Class A Common Stock | 2,040 | $ 0 | 2,040 | I | By Brookwood Financial Co., Inc.(2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Brown Thomas Warren C/O YESWAY, INC. 2301 EAGLE PARKWAY FORT WORTH, TX 76177 |
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| /s/ Thomas N. Trkla, Attorney-in-fact for Thomas W. Brown | 04/28/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents securities that were inadvertently reported as directly held on a Form 3 filed by the Reporting Person. |
| (3) | 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. |
| (4) | 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). |
| (5) | 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. |
| (6) | 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. |