As filed with the Securities and Exchange Commission on ~~September~~March 2127, ~~2021~~2026

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Yesway, Inc. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 5411 (Primary Standard Industrial Classification Code Number) 86-3446060 (I.R.S. Employer Identification No.)

2301 Eagle Parkway
Fort Worth, TX 76177
Telephone: (682) 428-2400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kurt M. Zernich
General Counsel
2301 Eagle Parkway
Fort Worth, TX 76177
Telephone: (682) 428-2400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

	Copies to:
	Ian D. Schuman, Esq. Stelios G. Saffos, Esq. Drew Capurro, Esq. Latham & Watkins LLP 1271 Avenue of Americas New York, NY 10020 Telephone: (212) 906-1200 Fax: (212) 751-4864						Christopher M. Forrester Ilir Mujalovic Shearman & Sterling LLP 1460 El Camino Real, 2nd Floor Menlo Park, CA 94025-4110 Telephone: (650) 838-3600

Copies to:

Ian D. Schuman, Esq.
Stelios G. Saffos, Esq.
Drew Capurro, Esq.
Latham & Watkins LLP
1271 Avenue of Americas
New York, NY 10020
Telephone: (212) 906-1200
Fax: (212) 751-4864

Michael Kim, Esq.
Lona Nallengara, Esq.
Allen Overy Shearman Sterling US LLP
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Class A common stock, $0.0001 par value per share	$100,000,000	$10,910

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Includes the offering price of shares of Class A common stock that may be sold if the option to purchase additional shares of Class A common stock granted by the Registrant to the underwriters is executed.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject To Completion) Issued ~~September 21~~March 27, ~~2021~~2026

Yesway, Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Yesway, Inc. We are selling shares of Class A common stock.

Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share of Class A common stock will be between $ and $ . We have applied to list our Class A common stock on the Nasdaq Stock Market under the symbol “YSWY.”

We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Each share of our Class A common stock and each share of our Class B common stock entitles the holder to one vote per share on all matters presented to our stockholders generally. Immediately following the consummation of this offering, all of the outstanding shares of our Class B common stock will be held by the Continuing Equity Owners (as defined below), which, assuming an initial public offering price of $ per share, will represent in the aggregate approximately % of the voting power of our outstanding common stock after this offering (or approximately % if the underwriters exercise in full their option to purchase additional shares).

We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of LLC Interests (as defined below) we acquire directly from BW Ultimate Parent, LLC, and indirectly from the Blocker Shareholders (as defined below), with the proceeds from this offering, collectively representing, assuming an ~~aggregate~~initial public offering price of $ per share, an aggregate % economic interest in BW Ultimate Parent, LLC. Of the remaining % economic interest in BW Ultimate Parent, LLC, % will be owned by the Continuing Equity Owners (excluding Brookwood) through their ownership of LLC Interests and % will be owned by Brookwood, our majority owner through their ownership of LLC Interests. Following this offering, Brookwood will continue to be able to control all of our major corporate decisions.

Yesway, Inc. will be the sole managing member of BW Ultimate Parent, LLC. We will operate and control all of the business and affairs of BW Ultimate Parent, LLC and its direct and indirect subsidiaries and, through BW Ultimate Parent, LLC and its direct and indirect subsidiaries, conduct our business.

After the consummation of the Transactions (as defined below), including this offering, we will be considered a “controlled company” within the meaning of the rules of the Nasdaq Stock Market as Brookwood, our sponsor, will have more than 50% of the voting power for the election of our directors. See “Our Organizational Structure” and “Management—Controlled Company Exception.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 2430 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per
Share

Total

Initial public offering price

Underwriting discounts and commissions(1)

Proceeds, before expenses, to Yesway, Inc.

(1)

We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting (Conflicts of Interest).”

At our request, the underwriters have reserved up to % of the shares offered by this prospectus for sale at the initial public offering price through a ~~reserved~~directed share program. See “Underwriting (Conflicts of Interest)—~~Reserved~~Directed Share Program.”

The underwriters have the option to purchase up to an additional shares of Class A common stock from us at the initial price to public less the underwriting discounts within 30 days of the date of this prospectus solely to cover over-allotments, if any.

The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on , ~~2021~~2026.

Morgan ~~Stanley J~~StanleyJ.P. Morgan ~~ ~~ Goldman Sachs & Co. LLC

Barclays BMO Capital ~~Markets~~MarketsKeyBanc Capital Markets ~~ Barclays ~~

~~Prospectus~~Guggenheim ~~dated ,~~SecuritiesRaymond ~~2021.~~James

Prospectus dated , 2026.

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	BASIS OF PRESENTATION					ii
	TRADEMARKS					v
	MARKET AND INDUSTRY DATA					v
	PROSPECTUS SUMMARY					1
	RISK FACTORS					2430
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					5060
	OUR ORGANIZATIONAL STRUCTURE					5161
	USE OF PROCEEDS					5565
	CAPITALIZATION					5666
	DIVIDEND POLICY					5868
	DILUTION					5969
	UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION					6171
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					6679
	BUSINESS					99
	MANAGEMENT					120

	~~BUSINESS~~EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS					86127
	~~MANAGEMENT~~CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					~~108~~142
	~~EXECUTIVE~~PRINCIPAL ~~COMPENSATION~~STOCKHOLDERS					~~115~~153
	~~CERTAIN~~DESCRIPTION ~~RELATIONSHIPS~~OF ~~AND~~CAPITAL ~~RELATED PARTY TRANSACTIONS~~STOCK					~~129~~155
	~~PRINCIPAL~~DESCRIPTION ~~STOCKHOLDERS~~OF INDEBTEDNESS					~~139~~162
	~~DESCRIPTION~~SHARES OFELIGIBLE ~~CAPITAL~~FOR ~~STOCK~~FUTURE SALE					~~142~~165
	~~DESCRIPTION~~MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS OF ~~INDEBTEDNESS~~CLASS A COMMON STOCK					~~148~~167
	~~SHARES~~UNDERWRITING ~~ELIGIBLE~~(CONFLICTS ~~FOR~~OF ~~FUTURE SALE~~INTEREST)					~~151~~171
	~~MATERIAL~~LEGAL ~~U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS OF CLASS A COMMON STOCK~~MATTERS					~~153~~183
	~~UNDERWRITING (CONFLICTS OF INTEREST)~~EXPERTS					~~157~~183
	~~LEGAL~~WHERE ~~MATTERS~~YOU CAN FIND MORE INFORMATION					~~166~~183
	EXPERTS					166
	WHERE YOU CAN FIND MORE INFORMATION					166
	INDEX TO CONSOLIDATED FINANCIAL STATEMENTS					F-1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus that we file with the Securities and Exchange Commission. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any related free writing prospectuses. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Through and including , ~~2021~~2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter, and with respect to an unsold allotment or subscription.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. See “Underwriting (Conflicts of Interest).”

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BASIS OF PRESENTATION

Organizational Structure

In connection with the closing of this offering, we will undertake certain organizational transactions to reorganize our corporate structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions described in the section titled “Our Organizational Structure” and this offering, and the application of the proceeds therefrom, to which we refer collectively as the “Transactions.”

See “Our Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.

Certain Definitions

As used in this prospectus, unless the context otherwise requires:

•

“we,” “us,” “our,” the “Company,” “Yesway,” and similar references refer: (1) following the consummation of the Transactions, including this offering, to Yesway, Inc., and, unless otherwise stated, all of its direct and indirect subsidiaries, including Parent (as defined below); and (2) prior to the completion of the Transactions, including this offering, to Parent and, unless otherwise stated, all of its direct and indirect subsidiaries.

•

“Allsup’s” refers to Allsup’s Convenience Stores, which we acquired onin November ~~18,~~ 2019.

•

“Blocker Companies” ~~refer~~refers to entities affiliated with Brookwood that are owners of LLC Interests in Parent prior to the Transactions and are taxable as corporations for U.S. federal income tax purposes.

•

“Blocker Shareholders” ~~refer~~refers to entities affiliated with Brookwood, which entities are also the owners of the Blocker Companies prior to the Transactions, who will exchange their interests in the Blocker Companies for shares of our Class A common stock and rights under the Tax Receivable Agreement in connection with the consummation of the Transactions.

•

“Brookwood” refers to our sponsor Brookwood Financial Partners, LLC, a Delaware limited liability company, certain funds affiliated with Brookwood Financial Partners, LLC and other entities over which Brookwood Financial Partners, LLC has voting control (including any such fund or entity formed to hold shares of Class A common stock for the Blocker Shareholders).

•

“Continuing Equity Owners” ~~refer~~refers collectively to holders of LLC Interests and our Class B common stock immediately following consummation of the Transactions (which include Brookwood and each of our executive officers, and their respective permitted transferees) who may, following the consummation of this offering, exchange at each of their respective options (subject in certain circumstances to time-based vesting requirements and certain other restrictions), in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for, at our election (as determined solely by ata ~~least~~majority ~~two~~ of our independent directors (within the meaning of the rules of the Nasdaq Stock Market) who are disinterested), cash or newly issued shares of our Class A common stock as described in “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of the Transactions.”

•

“Credit Facility” refers to the $410.0 million Term Loan Facility and the $~~125~~150.0 million Revolving Credit Facility under ~~that~~the ~~certain~~Credit ~~credit~~Agreement agreement, as amended, restated, supplemented or otherwise modified from time to time, entered into as of April 2, 2021, among BW Gas & Convenience Parent, LLC, BW Gas & Convenience Holdings, LLC, as borrower, each lender from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each L/C Issuer (as defined ~~thereto~~herein).

•

“~~LLC~~Final ~~Interests~~Payment” ~~refer~~refers to ~~the~~our ~~common units~~expected payment of ~~Parent,~~$ million ~~including~~to ~~those~~certain ~~that~~Continuing weEquity ~~purchase~~Owners ~~with~~in aconnection ~~portion~~with ~~of the net proceeds from~~ this offering.

•

“LLC Interests” refers to the common units of Parent, including those that we purchase with a portion of the net proceeds from this offering.

•

“Parent” refers to BW Ultimate Parent, LLC.

•

“Parent LLC Agreement” refers to Parent’s fourth amended and restated limited liability company agreement, which will become effective on, or prior to, the consummation of this offering.

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•

“~~Parent~~Redeemable ~~LLC~~Senior ~~Agreement~~Preferred Membership Interests” refers to ~~Parent’s~~the ~~second~~150,000 ~~amended~~redeemable, ~~and~~non-convertible, ~~restated~~non-exchangeable ~~limited~~senior ~~liability~~preferred ~~company~~membership ~~agreement,~~interests ~~which~~in ~~will~~Parent ~~become~~issued ~~effective~~and ~~on,~~sold orby ~~prior~~Parent to, ~~the~~certain ~~consummation~~purchasers in December 2022 at a price of ~~this~~$980.00 ~~offering~~per interest for gross proceeds of $147.0 million.

Yesway, Inc. will be a holding company and the sole managing member of Parent, and upon consummation of the Transactions, its principal asset will consist of LLC Interests.

Presentation of Financial Information

Parent is the accounting predecessor of the issuer, Yesway, Inc., for financial reporting purposes. Yesway, Inc. will be the ~~audited~~ financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

•

Yesway, Inc.—~~Other than the inception balance sheet, dated as of April 23, 2021, the historical financial information of~~ Yesway, Inc. has ~~not been included in this prospectus as it is a newly incorporated entity, has~~ no ~~business~~material transactions or activities to date, ~~and~~as ~~had~~reflected noin ~~assets~~the orhistorical ~~liabilities~~financial ~~during~~information ~~the~~of ~~periods~~Yesway, ~~presented~~Inc. included in this prospectus.

•

Parent—Because Yesway, Inc. will have no interest in any operations, other than those of Parent and its subsidiaries, the historical consolidated financial information included in this prospectus is that of Parent and its subsidiaries.

Except as noted in this prospectus, the unaudited pro forma financial information of Yesway, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of Parent and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in “Our Organizational Structure,” including the consummation of this offering, as if all such transactions had occurred on January 1, ~~2020~~2025 in the case of the unaudited pro forma condensed consolidated statements of ~~operations~~income data, and as of ~~June~~December 3031, ~~2021~~2025, in the case of the unaudited pro forma condensed consolidated balance sheet data. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

Key Terms and Performance Indicators Used in this Prospectus; Non-GAAP Financial Measures

Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. These key performance indicators are discussed in more detail in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Assess the Performance of Our Business.” We define these terms as follows:

•

“store count ~~by brand~~” represents the number of stores ~~open under the Yesway brand and the Allsup’s brand~~ we operated at the end of a given period;

•

“fuel gallons sold by type” represents the total number of gallons sold of diesel fuel and of gasoline fuel in a given period;

•

“fuel ~~gross~~sales ~~profit~~less cost of goods sold (exclusive of depreciation and amortization)” represents the fuel sales in a given period less the cost of goods sold (exclusive of depreciation and amortization) for fuel during the same period;

•

“~~inside~~fuel ~~merchandise sales~~margin” ~~represent~~represents the fuel sales less cost of ~~general~~goods ~~merchandise~~sold (exclusive of depreciation and ~~foodservice~~amortization) divided by the fuel gallons sold by type, expressed as cents per gallon (“cpg”);

•

“inside merchandise ~~gross profit~~sales” ~~represents~~represent ~~inside~~the ~~merchandise~~ sales ~~in a given period less the direct cost~~ of ~~goods~~general ~~sold for~~ merchandise and foodservice ~~during the same period~~;

•

“~~same-store~~inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization)” ~~represent~~represents ~~the~~inside ~~total~~merchandise sales in a given ~~category~~period ~~for~~less ~~our~~the ~~stores~~direct ~~open~~cost ~~during~~of ~~the~~goods ~~full~~sold ~~time~~(exclusive of ~~the~~depreciation ~~periods~~and ~~being~~amortization) ~~presented~~for merchandise and foodservice during the same period;

iii

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•

“~~Adjusted~~inside ~~EBITDA~~merchandise margin” represents, ~~as applicable for~~ the ~~period,~~inside ~~net~~merchandise ~~income~~sales ~~(loss)~~less ~~before~~cost ~~interest~~of ~~expense,~~goods ~~income~~sold ~~tax expense~~ (~~benefit),~~exclusive of depreciation, ~~amortization~~ and ~~accretion expense, and further adjusted by excluding the loss (gain~~amortization) onas ~~sales~~a percent of ~~assets,~~total ~~goodwill~~inside ~~impairment,~~merchandise ~~gain on bargain purchase, acquisition, financing, integration and restructuring costs, stock-based compensation costs and other non-recurring expenses~~sales; ~~and~~

•

“~~Store~~same-store ~~Contribution~~sales” ~~represents,~~represent ~~as applicable for~~ the ~~period,~~total ~~income (loss) from operations before depreciation, amortization and accretion expense, loss (gain) on~~ sales ofin ~~assets,~~a ~~goodwill~~given ~~impairment,~~category ~~gain~~for on bargain purchase, acquisition financing, integration and restructuring costs, stock-based compensation costs, other non-recurring expenses and overhead expenses directly attributed to support staff and corporate offices that, while essential in supporting our ~~store~~stores ~~operations,~~open ~~are~~during ~~not~~the ~~directly~~full ~~related~~time toof ~~store~~the ~~operations.~~periods ~~The~~being ~~excluded~~presented; ~~overhead expenses include:~~

•

“Adjusted EBITDA” represents, as applicable for the period, net income (loss) before change in fair value of derivative liability, interest expense, net, income tax expense, depreciation, amortization, and accretion, and further adjusted by excluding the loss (gain) on disposal of assets, long-lived asset impairment, acquisition, financing, and integration costs; and

•

“Store Contribution” represents, as applicable for the period, income (loss) from operations before depreciation, amortization and accretion, loss (gain) on disposal of assets, long-lived asset impairment, acquisition financing, integration, and stock-based compensation costs, and overhead expenses directly attributed to support staff and corporate offices that, while essential in supporting our store operations, are not directly related to store operations. The excluded overhead expenses include:

•

salaries and benefits: the costs associated with corporate officers, senior management and back office staff;

•

facility expenses: all costs associated with maintaining corporate offices, including rent, real estate taxes, utilities and telecommunications;

•

professional services: audit, accounting, and consulting service fees, third party legal fees, payroll processing fees for corporate payroll, and recruiting fees for corporate staff;

•

marketing and advertising costs: retainers and fees for public relations and advertising firms related to overall ~~company~~Company brand and marketing that is not directly related to a store;

•

computer software and hardware: software and hardware costs associated with corporate officers, senior management and back office staff;

•

supplies costs: costs for office supplies for corporate staff;

•

repairs and maintenance costs: costs related to supplies and equipment for corporate employees and corporate offices;

•

meetings and travel expenses: expenses associated with travel by corporate personnel and corporate meetings, trainings, and events;

•

insurance costs: costs associated with maintaining insurance policies related to corporate offices and staff; in contrast, individual stores are separately allocated insurance expenses for applicable premiums; and

•

other income and expenses: costs related primarily to bank fees, equipment rental, membership dues for retail/fuel associations and charitable contributions.

We use non-GAAP financial measures, such as Adjusted EBITDA and Store Contribution, to supplement financial information presented in accordance with generally accepted accounting principles in the United States, or GAAP. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance, in the case of Adjusted EBITDA, and the direct performance of our stores, in the case of Store Contribution, from period to period, and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this prospectus. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Additionally, Store Contribution excludes costs that we incur on an enterprise level that while essential in supporting our store operations, are not directly related to store operations, and that we believe result in efficiencies of scale and confer other benefits across our business. ~~Other~~As ~~companies,~~a ~~including~~result ~~companies~~of inthe ~~our~~exclusion ~~industry,~~of ~~may~~these ~~calculate non~~enterprise-~~GAAP~~level ~~financial~~expenses ~~measures~~from ~~differently~~our ~~than~~presentation ~~we do, limiting the usefulness~~ of ~~those~~Store ~~measures for comparative purposes. See “Prospectus Summary—Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data~~Contribution,” ~~and~~our ~~“Management’s~~presentation ~~Discussion and Analysis~~ of ~~Financial Condition and Results of Operations.”~~

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Store Contribution is not, and should not be construed as, indicative of our overall results. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. See “Prospectus Summary—Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

TRADEMARKS

This prospectus includes our trademarks and trade names which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names, and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this prospectus may appear without the ®, ™, or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position, and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources, and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, including trade associations and government agencies, and data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions, and estimates of the future performance of the industry in which we operate, and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

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PROSPECTUS SUMMARY

This summary highlights selected information included elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read the entire prospectus carefully, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Overview

Yesway is ~~one~~a ~~of the fastest-growing convenience store operators in the~~ U.S.~~, with 403 Company~~-~~operated~~based ~~stores~~convenience asstore ofoperator ~~June~~that ~~30,~~has ~~2021,~~rapidly upgrown ~~from~~since ~~140~~its asinception ofin ~~December 31, 2018~~2015. We operate our portfolio primarily under two successful brands, Yesway and Allsup’s. Our sites are differentiated through a leading foodservice offering, featuring Allsup’s famous deep-fried burrito, and a wide variety of high-quality grocery items and private-label products. Our geographic footprint consists of stores located in attractive rural and suburban markets across the ~~Midwest~~Southwest and ~~Southwest~~Midwest, where we often are the convenience retail destination of choice and, effectively, the local grocer. We have a successful track record of growing through new store development and 27 acquisitions and believe we are well -positioned to continue to solidify our market position and grow our store count.

Established in 2015 by a team of real estate-focused private equity investors, Yesway is a multi-branded platform that acquires, transforms, and enhances portfolios of convenience stores by leveraging expertise in real estate and technology, and by implementing data-driven decision making. We assembled a team of industry veterans and built the Yesway brand from the ground up based on best practices for operating a convenience retailer. We offer our customers a go-to destination for compelling foodservice and convenience products with a neighborly and enjoyable shopping experience. We believe this value proposition has resulted in strong customer loyalty, as evidenced by our track record of positive same-store sales growth. Additionally, in an industry that has been slow to adopt technology, we have made it a focus. Our investments in technology and software-led business automation enable best-in-class reporting and performance monitoring, drive strong operational efficiencies by reducing labor cost associated with manual processes, allow for data-driven decision making, and provide an improved customer experience.

WeNote: ~~are~~The ~~continuing~~map toabove ~~grow~~reflects ~~through:~~419 ~~(1) portfolio~~locations ~~and~~across ~~single-store~~seven ~~acquisitions,~~states ~~having~~as ~~reached~~of ~~our~~December 31, ~~current~~2025, ~~scale~~exclusive ~~through~~of 2429 ~~portfolio~~stores ~~acquisitions;~~in ~~and~~Iowa ~~(2) razing~~ and ~~rebuilding or remodeling existing stores~~Kansas, athe ~~strategy~~sale ~~that~~of ~~has~~which ~~enabled~~we usexpect to ~~achieve~~complete ~~substantial~~by ~~financial~~the ~~improvement~~end ~~year-over-year~~of ~~via~~the ~~increased~~second ~~store-level~~quarter ~~sales~~of 2026.

Established in 2015 by Brookwood, a leading real estate-focused private equity firm, Yesway was built from the ground up by a team of seasoned industry veterans who brought decades of expertise and best practices to the convenience retailing industry. By leveraging our deep real estate knowledge and prioritizing data-driven decision-making, we have assembled a portfolio of highly accessible, customer-friendly sites through a combination of new store construction and strategic acquisition activity. This approach has enabled us to expand our portfolio in both existing and new markets, build brand density, and evolve our store formats to better serve our communities.

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and EBITDA. Our ability to build brands, raise capital, and acquire stores at favorable valuations has proven to be an effective strategy. In less than four years, we created a portfolio of more than 140 Yesway-branded stores by acquiring independent locations at compelling prices, rebranding or remodeling them, and implementing operational efficiencies. In November 2019, we acquired Allsup’s, a chain of over 300 convenience stores and the largest acquisition in our history. This acquisition approximately tripled our store count and made us one of the largest convenience store operators in the U.S.

WeNote: ~~have~~New astores ~~differentiated~~include ~~track~~new-to-industry ~~record~~stores ofand ~~sourcing, integrating,~~ raze-and-rebuilds; ~~adding~~existing ~~value~~stores toinclude ~~our~~new ~~portfolio~~stores ~~acquisitions.~~and ~~Since our founding, we have~~ acquired ~~451 convenience~~ stores in 24the ~~separate~~year ~~transactions~~after ~~and~~opening, ~~made~~net ~~select divestitures in connection with larger acquisitions or to dispose~~ of ~~under-performing stores, bringing our total~~ store ~~count~~closures ~~to 403 as of June 30, 2021. We have built a strong reputation as an acquirer of choice in our markets~~ and ~~will continue to leverage our acquisition experience to outperform competitors and drive growth in the future~~divestitures.

AsOur ~~part~~disciplined ofstrategy ~~our~~extends ~~due~~beyond ~~diligence~~real ~~for~~estate. ~~each~~We ~~acquisition,~~have werefined ~~develop~~our afoodservice ~~timeline~~platform and ~~specific~~enhanced ~~plan~~operational ~~for~~performance ~~the~~across ~~operational,~~our ~~financial~~portfolio, ~~technological,~~creating ~~and~~a ~~structural~~retail ~~integration~~experience ofthat ~~the~~resonates ~~new~~with ~~stores. For~~ our ~~transformative~~customers. ~~Allsup’s~~This ~~acquisition,~~has weresulted ~~identified $42.0 million~~ in ~~synergies~~exceptional tocustomer beloyalty, ~~realized~~evidenced ~~through~~by ~~the~~our ~~operational~~track ~~merger~~record ~~with~~of ~~Yesway~~continued ~~and~~same-store ~~projected~~sales ~~for~~growth ~~the~~over ~~integration of~~ the ~~two~~past ~~companies~~three years and ~~achievement~~successful openings of ~~these~~90 ~~synergies~~new tostores befrom ~~completed~~2020 bythrough ~~the~~December 31, ~~end of 2021~~2025. WeAt ~~successfully completed~~ the ~~structural~~same ~~and~~time, ~~technological~~we ~~integration~~have ofembraced ~~the~~innovation ~~two~~in ~~companies~~an ~~ahead~~industry ofthat ~~schedule,~~has ~~including~~historically ~~the~~been ~~consolidation~~slow ofto ~~legal~~adopt ~~entities,~~it. ~~contracts,~~By ~~information~~investing in technology ~~platforms, financial reporting systems,~~ and ~~employee~~software-driven ~~benefit plans and policies. As of July 2021~~automation, weYesway ~~have~~has achieved ~~$31.5 million~~ best-in ~~completed, run~~-~~rate~~class ~~synergies,~~reporting ~~of which $24.4 million are cost synergies~~ and ~~$7.1~~performance ~~million~~monitoring, ~~are~~reduced ~~revenue~~labor ~~synergies.~~costs Inthrough ~~this~~streamlined ~~context~~operations, ~~completed~~enabled ~~run~~real-~~rate~~time ~~synergies refers to implemented actions that, on a 12~~data-~~month~~driven ~~run rate~~decision-making, ~~would~~and ~~result~~enhanced inthe ~~our~~customer ~~realizing such cost savings or gross margin improvement per year~~experience.

Our success has not gone unnoticed. Over the years, Yesway has been widely recognized as an industry leader. We have been honored with numerous prestigious awards, including being named one of the fastest-growing chains in the convenience store industry by CS News, the “Breakout Retailer of the Year” by Chain Store Age, and the “Convenience Store Chain of the Year” by CStore Decisions.

Recent Financial Performance

WeOur ~~believe~~recent wefinancial ~~are~~performance ~~still~~reflects in the ~~early~~continued ~~stages~~execution of ~~realizing the benefits of~~ our ~~transformative~~growth ~~acquisition of Allsup’s in November 2019~~strategy, ~~which~~including ~~was~~contributions ~~the primary driver in increasing our store count~~ from ~~140~~new ~~at the end of 2018 to 403 as of June 30~~stores, ~~2021.~~strong ~~Despite~~fuel ~~the~~margins ~~COVID-19 pandemic, which disrupted~~ and ~~continues~~merchandise toperformance, ~~significantly disrupt global economies~~ and ~~many~~disciplined Ucost management.S. ~~businesses,~~The wefollowing ~~have~~summary ~~achieved~~highlights ~~the~~selected ~~following~~financial ~~performance~~and ~~since~~operating ~~the~~metrics ~~closing~~for of the ~~Allsup’s~~periods ~~acquisition~~presented. ~~on November 18, 2019:~~

[MISSING IMAGE: bc_recentfinancial-4c.jpg]

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Fuel gross profit was $136.0 million in 2020 and fuel margin was 35.9 cpg during the same period. Fuel gross profit decreased 12% from $72.8 million for the six months ended June 30, 2020 to $64.1 million for the six months ended June 30, 2021;

•(1)

~~Inside~~ Stores ~~merchandise~~represent ~~sales~~end ~~were~~of ~~$628.8 million~~period instore ~~2020~~count. ~~Inside~~Store ~~merchandise~~Contribution ~~sales~~and ~~increased~~Adjusted byEBITDA ~~0.4%~~are ~~from~~non-GAAP ~~$306~~financial measures.~~9 million~~ ~~for~~We ~~the~~use ~~six~~non-GAAP ~~months~~financial ~~ended June 30~~measures, ~~2020~~such toas ~~$308.2 million~~Adjusted ~~for~~EBITDA ~~the~~and ~~six~~Store ~~months~~Contribution, ~~ended~~to ~~June 30,~~supplement ~~2021;~~financial

•

Inside merchandise margin was 30.5% in 2020. Inside merchandise margin increased by 200 bps from 29.5% for the six months ended June 30, 2020 to 31.5% for the six months ended June 30, 2021;

•

Income from operations was $86.6 million in 2020 and $42.5 million in the six months ended June 30, 2021 compared to $47.7 million for the six months ended June 30, 2020;

•

Net income was $26.6 million in 2020 and $2.3 million for the six months ended June 30, 2021 compared to $15.4 million for the six months ended June 30, 2020;

•

Store Contribution was $159.2 million in 2020, $76.7 million for the six months ended June 30, 2021 and $82.4 million for the six months ended June 30, 2020; and

•

Adjusted EBITDA was $118.8 million in 2020, $57.6 million for the six months ended June 30, 2021 and $63.6 million for the six months ended June 30, 2020.

Total principal amount of debt outstanding under our Credit Facility, excluding unamortized debt discount and deferred issuance costs, as of June 30, 2021 was $385.1 million, consisting of $410.0 million outstanding under our Term Loan B and net debt issuance costs of $24.9 million. In April 2021, we refinanced our outstanding debt and entered into a credit agreement providing for a $410.0 million term loan facility and a $125.0 million undrawn, revolving credit facility.

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information presented in accordance with GAAP. Please see “Basis of Presentation—Key Terms and Performance Indicators Used in this Prospectus; Non-GAAP Financial Measures,” “Prospectus Summary—Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information and reconciliations of each of Adjusted EBITDA and Store Contribution to its most directly comparable GAAP financial measure.

(2)

Results for the periods above include 29 stores in Iowa and Kansas, the sale of which we expect to complete by the end of the second quarter of 2026. However, these stores collectively account for no more than 2.5% of fuel sales and no more than 3.4% of inside merchandise sales for any period shown above.

Our results for the periods above include the performance of 29 stores in Iowa and Kansas, which we have agreed to sell for aggregate consideration of $17.5 million plus inventory, and for which we may permit the buyer to utilize seller financing. Following a strategic evaluation, we determined that these markets are no longer an optimal use of our operational focus and resources primarily due to impending uneconomic capital expenditures required by new regulations in Iowa.

We expect the sale of these stores to close by the end of the second quarter of 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, simplify our supply chains, and reinforce our brand presence in our core regions.

Excluding these 29 locations, our store portfolio as of December 31, 2025 consisted of 419 stores, including 418 convenience stores and one liquor store.

Fuel sales less cost of goods sold (exclusive of depreciation and amortization) for these Iowa and Kansas stores were $4.4 million and $4.2 million in the years ended December 31, 2025 and December 31, 2024, respectively. Inside merchandise sales for these stores were $25.2 million and $26.7 million in the years ended December 31, 2025 and December 31, 2024, respectively. Store Contribution generated by these stores was $1.3 million and $1.4 million in the years ended December 31, 2025 and December 31, 2024, respectively.

Our Industry

We operate in the ~~large and ubiquitous~~ U.S. convenience retail industry, which was comprised of ~~over~~approximately ~~150~~152,000 stores as of December 31, ~~2020~~2025, according to the National Association of Convenience Stores (“NACS”). Convenience stores are one of the most ubiquitous retail offerings in the country, with more than three times as many locations as grocery stores. This essential industry has experienced consistent growth for decades, ~~is more insulated from the threat of e-commerce than other retailers,~~ and has proven to be resilient through ~~severe~~ recessions, the recent COVID pandemic, and financial crises. Additionally, we believe ~~enduring~~the ~~trends~~significant fragmentation of this industry ~~fragmentation~~and the economic and ~~increasing~~operational benefits of consolidation provide us with ~~continued~~abundant opportunities to compete more effectively and ~~grow~~to continue growing our store count and geographic footprint primarily through ~~acquisitions~~new store construction.

Large, ~~and~~ Growing ~~Addressable~~Industry ~~Market~~Benefiting from Numerous Tailwinds. The U.S. convenience retail industry generated $~~548~~837.24 billion in total sales in ~~2020~~2024, according to NACS. Inside merchandise sales, which comprised 4740.1% of total U.S. convenience retail industry sales in ~~2020~~2024, have increased by 6.01% per year on average since 1980, reaching $335.5 billion ~~Additionally,~~in ~~convenience~~2024. Convenience stores offer speed of service to time-sensitive consumers and often serve as substitutes to conventional grocery stores and quick service restaurants (“QSRs”), which generated ~~$1.0~~sales ~~trillion~~of $603 billion and $~~239.0~~551 billion, inrespectively, ~~sales~~ in the ~~U.S.~~United States in ~~2020~~2024, ~~respectively,~~ according to ~~Statista~~the USDA’s Economic Research Service. We believe ~~this~~these istrends are particularly applicable to ~~Yesway~~our ~~and~~stores, ~~Allsup’s~~ as ~~both~~we ~~brands~~ operate in less dense markets and are often one of the primary destinations for customers to buy groceries and ~~food~~ ready-to-goeat foods. ~~Given~~Total ~~these~~gasoline ~~advantages,~~consumption wein ~~believe~~the weUnited ~~have~~States atotaled ~~significant~~approximately ~~opportunity~~3.3 billion barrels in 2025 according to ~~expand~~the ~~our~~U.S. ~~product~~Energy ~~offering~~Information ~~and~~Administration ~~capture~~(“EIA”). ~~market~~NACS ~~share~~estimates ~~from~~that ~~other~~gas stations at convenience stores sell approximately 80% of retail ~~formats~~motor fuel purchased in the United States.

Insulated from E-Commerce. We believe convenience stores are more insulated from the encroachment of e-commerce than other retailers as they provide a number of important items that cannot be easily delivered on an on-demand basis to consumers’ homes, whether due to government regulation, logistical issues, or customers’ desire for food on-the-go. These categories include hot coffee, lottery tickets, tobacco products, alcohol, hot food, and fountain drinks. According to NACS, these combined categories represented more than 60% of merchandise sales at convenience stores and, together with motor fuel, almost 80% of total industry revenue in 2020. In addition, in rural markets, we believe the home delivery of small-ticket items has proven uneconomical due, in part, to low population density. As a result, we have seen limited competition from e-commerce businesses, and we believe the potential near-term impact of e-commerce on our business is low.

Slow Adoption of Electric Vehicles. The adoption of electric vehicles, or EVs, remains slow in the markets in which we operate. Based on the EIA 2021 Annual Energy Outlook report, battery and EVs are expected to represent only approximately 9% of total U.S. light-duty vehicle sales by 2030, and only 20% of U.S. light-duty vehicle sales by 2050. The adoption of EVs is particularly slow in our current geography, according to data collected by the U.S. Census Bureau and the U.S. Department of Energy, which we believe insulates us from more dramatic long-term drops in demand for fuel. In addition, while fuel efficiency of vehicles is slowly increasing, total gasoline consumption in the U.S. actually increased from 2015 through 2019 due to population growth and increased miles driven per capita according to the U.S. Energy Information Administration. We believe that even in the event of faster adoption of EVs, our retail real estate of gas stations and convenience stores will make an attractive target for EV charging locations.

Recession-Resilient Industry. The convenience retail industry has thrived through U.S. economic cycles, oil price fluctuations, inflation, and government regulations as convenience stores are often viewed as the “destination of choice” for grocery and snacking needs for many consumers, and the demand for retail fuel remains fairly inelastic. Inside merchandise sales in the convenience retail industry have consistently grown at a compound annual growth rate (“CAGR”) of 6.0% since 1980, topping $255 billion in 2020.

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Sources: NACS and the U.S. Energy Information Administration.

~~Essential~~Recession-Resilient ~~Retail~~ Industry. ~~The~~At ~~broader~~the ~~retail~~heart ~~industry~~of our investment thesis is ~~undergoing~~the ~~structural~~resiliency ~~shifts,~~of asthe ~~more~~industry ~~retailers~~across ~~file~~economic ~~for~~climates. ~~bankruptcy~~As ~~and~~shown ~~close~~in ~~stores~~the preceding chart, athe ~~trend~~convenience ~~that~~retail industry has ~~been~~thrived ~~accelerated~~through byU.S. ~~the~~economic ~~COVID-19~~cycles, ~~pandemic.~~oil Inprice ~~contrast~~fluctuations, ~~convenience~~inflation, ~~stores~~and ~~were~~government ~~declared~~regulations, ~~essential~~often ~~businesses~~even byoutperforming ~~state~~in ~~governments~~formally ~~during~~declared ~~the~~recessions. ~~pandemic~~Furthermore, ~~and~~retail ~~have~~demand ~~demonstrated~~for ~~resilient~~fuel ~~and~~remains ~~growing~~fairly ~~inside~~inelastic ~~merchandise~~with ~~sales~~regard asto afuel ~~result~~prices, ofwith ~~strong~~gas ~~customer~~stations ~~loyalty.~~at ~~Convenience~~convenience stores ~~offer~~supplying ~~efficiency~~an ~~and~~estimated ~~convenience~~80% byof ~~providing~~retail ~~customers~~motor fuel needs across the ~~ability~~country according to ~~complete~~NACS, ~~both~~further ~~grocery~~helping ~~shopping~~to ~~and~~cement ~~refueling~~the inreputation of convenience stores as the ~~same~~“destination ~~trip~~of choice” for grocery and snacking needs for many consumers. In line with this status, anconvenience ~~important~~stores ~~consideration~~were declared essential businesses by state governments during the pandemic and ~~going~~have ~~forward~~demonstrated resilient and growing inside merchandise sales as a result of strong customer loyalty.

~~Highly~~Long-Term ~~Fragmented~~Strength ~~Industry~~of ~~Leading~~Fuel ~~to Significant Consolidation Opportunities~~Margins. ~~The~~We ~~convenience~~believe ~~retail~~there ~~industry~~have isbeen ~~large~~structural ~~and~~shifts ~~remains~~in ~~highly fragmented. Of~~ the ~~more~~retail ~~than~~fuel ~~150,000~~industry ~~stores~~ in the ~~U.S.~~post-COVID asenvironment ofthat ~~December 31,~~have ~~2020,~~resulted ~~61.4%~~in ~~were~~secular ~~owned~~support byfor ~~single-store~~higher ~~operators~~retail ~~while~~fuel ~~the~~margins ~~remaining~~going 38forward.6% ~~were~~Continued ~~part~~consolidation ofby ~~multi-store~~scaled ~~chains,~~industry ~~according~~operators tohas ~~NACS.~~resulted ~~The~~in ~~five~~smaller ~~largest~~chains ~~convenience~~and single-store ~~chains~~operators ~~accounted~~having ~~for~~their ~~only~~earnings ~~15%~~disproportionately ofpunished ~~the~~by ~~industry’s~~expense ~~total~~inflation, ~~store~~which ~~count~~has ascontributed ofto ~~December 31,~~increased ~~2020.~~upward Inpressure ~~recent years,~~on ~~the~~average ~~industry~~fuel ~~has~~margins ~~seen~~to amake ~~wave~~up ofthe ~~consolidation~~difference. asIn ~~larger~~addition ~~players~~to ~~have~~benefiting ~~increasingly~~from ~~absorbed~~economies ~~smaller~~of ~~ones.~~scale ~~Scale~~in ~~provides~~their ~~convenience~~operating ~~store~~costs, scaled operators ~~numerous~~that ~~benefits,~~can ~~including~~command ~~more~~higher ~~attractive~~ fuel ~~and~~margins ~~merchandise~~are ~~contract~~able ~~terms,~~to ~~more~~drive ~~scalable~~greater ~~foodservice~~profitability, anor ~~ability~~are positioned to ~~implement~~demonstrate ~~broad~~greater ~~loyalty~~resiliency ~~programs,~~against ~~and~~inflationary ~~other~~pressures ~~economies~~that ofmay ~~scale~~impact merchandise sales.

~~Our~~Highly ~~Competitive~~Fragmented ~~Strengths~~Industry Leading to Significant Consolidation Opportunities. The convenience retail industry is large and remains highly fragmented. Of the approximately 152,000 stores in the United States as of December 31, 2025, 63% were controlled by single-store operators, while the remaining 37% were part of multi-store chains, according to NACS. The five largest convenience store chains accounted for only approximately 16% of the industry’s total store count as of December 31, 2025. In recent years, the industry has seen a wave of consolidation as larger players have increasingly absorbed smaller ones. Scale provides convenience store operators numerous benefits, including more attractive fuel and merchandise contract terms, a more scalable foodservice platform, an ability to implement broad loyalty programs, and other economies of scale.

~~Leading~~Slow Adoption of Electric Vehicles. The adoption of plug-in electric vehicles (“EVs”) has been much slower than originally anticipated, ~~Scaled~~credits ~~Convenience~~are ~~Store~~less ~~Operator~~widely ~~with~~available ~~Strong~~than ~~Position~~they were previously, and the power infrastructure to support EV adoption at scale has not been built. EV adoption is particularly slow in ~~Highly~~our ~~Attractive~~current ~~Markets~~geography, a trend we believe insulates us from more dramatic long-term drops in demand for fuel.

With 402 stores as of December 31, 2020, we ranked as the 12th largest convenience store operator by store count in the U.S., according to CS News’ store count for convenience store chains excluding non-comparable convenience store owners such as integrated oil companies, midstream and upstream oil companies, truck stops, and REITs. We operate a mix of rural and suburban locations in the Midwest and Southwest geographies, which are traditionally characterized by stable household income and population growth. The majority of our stores are located in communities with fewer than 20,000 people. Through our deep presence in smaller communities, we have built strong competitive positioning and brand loyalty in our markets. In most of our markets, we operate as the #1 or #2 convenience store based on sales and are, in some locations, the sole local destination for fuel- and grocery-related items. In addition, in the rural markets in which we operate, we note slower adoption of EVs relative to urban markets, insulating us from more dramatic long-term drops in demand for fuel. If EV adoption accelerates in our geographies, we believe our strong operational expertise and lot sizes will allow us to quickly add EV infrastructure. For example, we, together with a third-party energy company, have partnered with the state of New Mexico to introduce charging

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~~stations~~According atto adata ~~number~~from the EIA, EVs accounted for only 1.2% of ~~our~~all ~~locations~~registered light-duty vehicles in 2024 in the nine states in which we operate, compared to 2.4% Wein ~~believe~~the ~~that~~rest ~~our~~of ~~scale~~the country. In addition, while the fuel efficiency of vehicles is slowly increasing, total gasoline consumption in the United States increased from 2015 to 2019, and ~~leading~~again ~~market~~post-pandemic ~~position~~from ~~will~~2021 ~~allow~~to us2025, due to ~~effectively~~population ~~compete~~growth and ~~drive~~increased ~~growth~~miles driven per capita according to the EIA. We also believe that even in the event of faster adoption of EVs, our ~~existing~~prime ~~markets~~real estate locations will make attractive targets for EV charging stations.

~~Two~~Insulated ~~Strong~~from E-Commerce. We believe convenience stores are more insulated from the encroachment of e-commerce than other retailers, ~~Synergistic~~as ~~Brands~~convenience stores provide a number of important items that cannot be easily delivered on an on-demand basis to consumers’ homes, whether due to government regulation, logistical issues, or customers’ desire for food on-the-go. These categories include hot coffee, lottery tickets, tobacco and nicotine products, alcohol, hot food, fountain drinks, and, most importantly, motor fuel. According to NACS, in-store categories collectively represented approximately 64% of merchandise sales at convenience stores and, together with motor fuel, more than 85% of total industry revenue in 2024. According to NACS, the U.S. convenience store market has grown at a ~~Loyal~~compound ~~Consumer~~annual ~~Following~~growth rate of 5.3% from 2019 through 2024 despite increased e-commerce sales. Drivers for this growth include changing consumer lifestyles that demand fast and ~~Iconic~~convenient ~~Foodservice~~shopping ~~Platform~~options, increasing urbanization, and increasing disposable income according to The Business Research Company. In addition, in rural markets, we believe the home delivery of small-ticket items has proven uneconomical due, in part, to low population density and the convenience of local shopping. As a result, we have seen limited competition in the industry from e-commerce businesses, and we believe the potential near-term impact of e-commerce on our business is low.

~~The~~Our ~~Yesway~~Competitive ~~and~~Strengths Allsup’s brands complement and drive synergies to one another. Allsup’s stores are set to benefit from the rollout of Yesway’s loyalty program and continued integration of Yesway’s technology platform, while Yesway stores will benefit from the rollout of Allsup’s destination foodservice platform.

•Rare Asset of Scale with Concentration in Highly Attractive Markets

~~Yesway~~We ~~(101~~ranked ~~Locations). We~~as ~~created~~the ~~Yesway~~15th aslargest aconvenience ~~differentiated~~store ~~brand~~operator ~~that~~by isstore ~~known~~count ~~for~~in ~~operational~~the ~~excellence~~United States, anaccording ~~enhanced~~to ~~foodservice~~CS ~~offering,~~News’ an2025 ~~expanded~~Top ~~product~~100 ~~assortment~~store ~~including~~count ~~affordable~~for ~~and~~convenience ~~high-quality~~store ~~private~~chains, excluding non-~~label~~comparable ~~items~~convenience store owners such as integrated, midstream, and ~~attentive~~upstream ~~customer~~oil ~~service~~companies, truck stops, franchisors, and REITs. ~~Our~~As ~~award-winning~~of ~~Yesway~~December 31, ~~Rewards~~2025, ~~loyalty~~we ~~program~~operated is448 alocations ~~key~~across ~~strategic~~nine ~~platform~~states, ~~that~~inclusive ~~delivers~~of ~~value~~29 stores in Iowa and Kansas, the sale of which we expect to ~~customers~~complete by ~~offering~~the ~~attractive~~end ~~savings~~of onthe ~~gas,~~second ~~club~~quarter ~~rewards,~~of ~~member-only~~2026. ~~coupons~~We operate a mix of rural and ~~discounts,~~suburban locations in the Southwest and ~~sweepstakes~~Midwest geographies, which ~~generate~~are ~~significant~~traditionally ~~customer~~characterized ~~engagement,~~by ~~repeat~~stable ~~customer~~household ~~visits~~income and ~~increased~~population ~~store foot traffic~~growth. Our ~~loyalty~~greatest ~~program~~concentration ~~has,~~of onstores ~~average~~is in Texas, ~~increased~~which ~~annual~~has ~~member~~recorded ~~spend~~the bylargest ~~27%~~absolute onpopulation ~~inside~~increase ~~merchandise~~in ~~and~~the ~~16%~~United onStates ~~fuel~~since ~~compared~~2020, according to the ~~year~~U.S. ~~prior~~Census toBureau. ~~joining~~The ~~the~~majority ~~program,~~of ~~based~~our onstores anare ~~evaluation~~located ~~completed~~ in ~~2020.~~communities ~~Based~~with onfewer ~~that~~than ~~same~~20,000 ~~evaluation~~people, ~~customers~~and ~~enrolled~~our ingreenfield ~~Yesway~~growth ~~Rewards~~is ~~generated~~generally antargeted ~~average~~along ofmajor ~~27%~~thoroughfares ~~more~~and ~~inside~~arterial ~~merchandise~~roadways ~~gross~~connecting ~~profit~~high-growth ~~compared~~markets toacross ~~their~~our ~~inside~~geographies. ~~merchandise~~We ~~gross~~own ~~profit~~approximately ~~contribution~~65% ~~before~~of ~~joining~~our ~~the~~underlying ~~rewards~~real ~~program~~estate as of December 31, 2025. ~~Leveraging~~Through ~~Yesway’s~~our deep ~~expertise~~presence in ~~loyalty~~smaller ~~management~~communities, weincluding ~~rolled~~a ~~out~~mix ~~the~~of ~~loyalty~~rural ~~program~~and tosuburban ~~all~~communities ~~Allsup’s~~with ~~stores~~less bythan ~~the~~20,000 ~~end~~people, ofwe ~~February 2021,~~have ~~which~~built ~~was~~strong ~~met~~competitive ~~with~~positioning ~~widespread~~and ~~acceptance.~~brand loyalty in

•

Allsup’s (302 Locations). With its family-run heritage, Allsup’s has been serving as a cornerstone in each of its local communities for over 60 years. Additionally, Allsup’s features an iconic foodservice platform distinguished by the famous Allsup’s deep-fried burrito and a compelling selection of grocery items and private-label products. We plan to rollout Allsup’s strong foodservice platform across Yesway stores. In March 2021, we introduced the Allsup’s deep-fried burrito into our Amarillo Yesway store, which was met with great enthusiasm by customers. Further, Allsup’s stores benefit from a store layout that allows a single employee to simultaneously operate the register and manage the foodservice preparation during non-peak hours, driving labor cost efficiencies.

We believe we have created tremendous brand value with both Yesway and Allsup’s, and we expect to continue to grow our platform under these two successful brands.

Tech Platform and Data-Driven Decision Making Drive Operational Efficiencies

We effectively leverage technology and data in an industry that has been historically slow to adopt technology, which we believe differentiates us from our competitors. We utilize our IT infrastructure and data to help us

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~~make better management decisions. With robust data on every store in~~ our ~~portfolio~~markets, where we ~~are~~generally ~~able~~operate ~~to make big picture decisions such~~ as ~~whether~~the ~~there~~#1 ~~is an opportunity to create value through a raze and rebuild, remodel~~ or ~~divestiture~~#2 ofconvenience ~~an individual~~ store. ~~By introducing our state-of-the-art infrastructure, comprised of accounting~~ and ~~point-of-sale systems~~are, ~~cloud-hosted~~in ~~databases~~some ~~and pricing~~locations, ~~industry-leading loyalty program and back-office platforms into~~ the ~~stores~~sole welocal ~~acquire~~destination orfor ~~build,~~fuel ~~we are able to reduce costs~~ and ~~increase~~grocery-related ~~profitability~~items. ~~For~~In ~~example~~addition, we ~~have~~note ~~been~~slower ~~able~~adoption toof ~~generate~~EVs ~~meaningful~~relative ~~cost~~to ~~savings~~urban bymarkets ~~rolling~~in ~~out~~the ~~our~~rural ~~technology~~markets ~~platform~~in ~~across~~which ~~Allsup’s~~we ~~stores~~operate, ~~which~~providing ~~have~~us ~~historically~~with ~~relied~~greater oninsulation ~~highly~~from ~~manual~~potential ~~processes~~decreases ~~and~~in ~~outdated~~the ~~internally~~long-term ~~developed~~demand ~~systems~~for fuel. We ~~also~~believe ~~utilize~~that ~~advanced technology to closely monitor fuel prices of~~ our ~~competitors~~scale and ~~adjust~~leading ~~our~~market ~~prices~~position inwill ~~real~~allow ~~time~~us to ~~optimize~~effectively ~~our~~compete ~~fuel~~and ~~profit.~~drive ~~The~~growth ~~goal~~in of our ITexisting ~~efforts~~markets ~~is to have a consistent~~ and ~~best-in-class~~those ~~tech~~we ~~platform~~target ~~across~~for ~~all of our stores that will drive us closer to maximum efficiency~~expansion.

~~Strong~~Consistent ~~Value~~Same-Store ~~Creation~~Sales ~~Track~~Growth ~~Record~~and ~~through~~Industry-Leading ~~Store~~Fuel ~~Remodels~~Margins and ~~Raze~~Return ~~and~~on ~~Rebuilds~~Investment (“ROI”)

We ~~operate~~have ~~predominantly~~a ~~under~~highly aattractive ~~Company-owned~~business mix, ~~Company-operated~~with ~~model~~inside ~~(“COCO”),~~merchandise ~~and~~margin ~~owned~~representing 7256.4% and 57.3% of ~~the~~total ~~real~~inside ~~estate~~merchandise ~~underlying~~sales ~~our~~less ~~total~~cost ~~store~~of ~~base~~goods assold (exclusive of ~~June~~depreciation ~~30,~~and ~~2021.~~amortization) ~~Through~~plus ~~our~~fuel ~~dedicated~~sales ~~development~~less ~~team,~~cost weof ~~have~~goods ~~completed~~sold a(exclusive ~~number~~ of ~~successful~~depreciation ~~capital~~and ~~investment~~amortization) ~~projects,~~for ~~which~~the ~~have~~years ~~driven~~ended ~~operational~~December 31, ~~improvements~~2025 and 2024, ~~grown~~respectively. ~~gallons~~Our ofrobust inside merchandise and fuel ~~sold,~~platforms and ~~increased~~longstanding ~~inside~~relationships ~~merchandise~~with ~~sales.~~suppliers help drive industry-leading margins.

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~~Store~~ Inside ~~Remodels~~Merchandise Platform. ~~Since~~Our ~~founding~~inside ~~Yesway~~merchandise incomparable ~~2015~~sales ~~through~~growth ~~June~~has ~~2021,~~been wepositive ~~have~~for ~~successfully~~eleven ~~completed~~of ~~102 store remodels on our acquired stores, which includes 13 Allsup’s stores that have been remodeled since~~ the ~~acquisition~~past intwelve ~~November 2019.~~quarters ~~From~~through ~~January~~December ~~2017~~31, ~~until the acquisition~~2025, ~~Allsup’s~~driven ~~completed~~by 11our ~~store~~competitive ~~remodels~~merchandise ~~which~~offerings, onloyalty ~~average~~program, ~~increased~~and ~~Store~~new ~~Contribution~~customers ~~per~~resulting ~~site~~from byvarious ~~64.8%~~fuel inand ~~the~~operational ~~first full year following the remodel~~initiatives. ~~Allsup’s~~Our ~~generated~~highly anregarded ~~average~~merchandising ~~Return on Investment (“ROI”)~~platforms, ~~which~~sought-after wefoodservice ~~define~~and ~~as the difference between the 12~~private-~~month~~label ~~Store~~offerings, ~~Contribution following the completion of a store capital improvement project~~ and ~~the~~strong ~~12-month~~vendor ~~Store~~relationships ~~Contribution~~drive ~~prior~~strong tomerchandise ~~the~~margins. ~~capital~~We ~~improvement~~have ~~project,~~delivered ~~divided~~consistent byinside ~~the~~merchandise ~~cost~~margins ofover the ~~capital~~last ~~improvement project~~three years, ofreaching 2235.92% ~~during~~in the ~~same~~year ~~period~~ended ~~based~~December 31, on2025, an ~~average~~increase ~~remodel cost~~ of ~~$1.2 million~~310 ~~per~~basis ~~site.~~points ~~Other~~over ~~Allsup’s~~our ~~capital~~inside ~~projects~~merchandise ~~not~~margin ~~captured in the count~~ of ~~store~~32.1% ~~remodels~~in ~~include~~ the ~~installation~~year ofended ~~additional~~December 31, ~~diesel islands and parking lot expansions~~2023.

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Raze and Rebuilds. From January 2017 until the acquisition, Allsup's completed nine raze and rebuilds. For the four raze and rebuilds for which we have 12 months of pre- and post-completion financial statements, Store Contribution per site increased by nearly 400% in the first full year following completion of the raze and rebuild. These four initiatives generated an average ROI of 29.7% during the same period based on an average cost of $2.7 million per site. Historically, Allsup's completed six to ten capital projects per year, upgrading a third of its portfolio in the past two decades and demonstrating a proven ability to drive strong operational improvements. We have leveraged, and will continue to leverage, the significant raze and rebuild expertise within the Allsup's development team. To that end, we have completed three raze and rebuilds on Allsup's stores since the acquisition.

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Allsup’s Market. We recently accelerated the rollout of our Allsup’s Market at select locations, which offers an expanded selection of grocery items such as fresh meats and produce along with other everyday grocery items not typically found in the standard convenience store offering. For our three rollouts completed since 2019, we have generated strong incremental sales.

Through our disciplined capital allocation, which entails allocating our investments toward projects that are expected to yield the highest ROI, and deep experience in improving real estate and store operations, we have demonstrated our ability to generate attractive returns on investment.

Proven Ability to Source, Integrate and Extract Synergies from Highly Accretive Acquisitions

We have a differentiated track record of sourcing, integrating, and adding value to our portfolio acquisitions. Since our founding, we have acquired 451 convenience stores in 24 separate transactions and made select divestitures in connection with larger acquisitions or to dispose of underperforming stores, bringing our total store count to 403 as of June 30, 2021. We have built a strong reputation as an acquirer of choice in our markets and will continue to leverage our acquisition experience to outperform competitors and drive growth in the future.

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As part of our due diligence for each acquisition, we develop a timeline and specific plan for the operational, financial, technological, and structural integration of the new stores. For our transformative Allsup’s acquisition, we identified $42.0 million in synergies to be realized through the operational merger with Yesway and projected for the integration of the two companies and achievement of these synergies to be completed by the end of 2021. We successfully completed the structural and technological integration of the two companies ahead of schedule, including the consolidation of legal entities, contracts, information technology platforms, financial reporting systems, and employee benefit plans and policies. As of July 2021, we have achieved $31.5 million in completed, run-rate synergies, of which $24.4 million are cost synergies and $7.1 million are revenue synergies. In this context, completed run-rate synergies refers to implemented actions that, on a 12-month run rate, would result in our realizing such cost savings or gross margin improvement per year.

Deep Bench of Talent with Strong Real Estate and Retail Expertise

Yesway is led by a management team that possesses decades of combined investment and operating experience and has demonstrated a strong track record of revenue growth and value creation. Led by Thomas N. Trkla, who serves as the Chairman and Chief Executive Officer of both Yesway and its sponsor Brookwood Financial Partners, LLC, the team has deep experience in acquiring, improving, rebranding, and operating value-add commercial real estate properties and convenience stores.

Yesway’s senior leadership also includes numerous convenience store industry veterans who leverage best practices learned from decades of experience with major U.S.-based convenience store chains to deliver operational excellence.

Strong Financial Performance with Attractive Business Mix and Robust Operating Margins

We have a highly attractive business mix, with inside merchandise gross profit representing 58% and 57% of the sum of inside merchandise gross profit and fuel gross profit for the year ended December 31, 2020 and the six months ended June 30, 2021, respectively. Our robust inside merchandise and fuel platforms and longstanding relationships with suppliers drive industry-leading margins.

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Inside Merchandise Platform. Our inside merchandise comparable sales growth has been positive for 13 out of the 14 past quarters, driven by our private-label offerings and loyalty and fleet card programs. Our highly regarded merchandising platforms, sought-after foodservice and private-label offerings, and strong vendor relationships drive strong merchandise margins. We have delivered consistent inside merchandise margins over the last three years, reaching 30.5% in 2020. Inside merchandise margin for the six months ended June 30, 2021 was 31.5%.

Note: Public peer average fuel margin reflects the average of calendar-year 2024 fuel margins for a selected set of publicly traded convenience and fuel retailers.

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Fuel Platform. We have consistently delivered high fuel margins that often exceed the industry average, driven by our team’s strong fuel sourcing expertise, favorable contracts, and ~~advantageous~~our strategic shift toward diesel fuel, which has historically commanded ana ~~approximate~~substantial ~~12.0~~margin ~~cpg~~ premium in ~~margin~~our portfolio compared to gasoline. InWe ~~2020,~~believe ~~our~~industry fuel ~~margin~~margins ~~hit~~have astructurally ~~three-year~~increased ~~high~~following atthe ~~35.9~~pandemic ~~cpg,~~in ~~which~~response ~~offset~~to ~~the~~persistent ~~pandemic-related~~inflation ~~temporary~~and ~~decline~~settled inat ~~fuel~~a ~~gallons~~durable ~~and~~new ~~sales~~baseline well above our historical average. ~~With~~Notably, ~~the~~our ~~expectation~~new-to-industry ~~that~~stores, ~~demand~~raze-and-rebuilds, ~~for~~and fuel ~~and~~forecourt ~~gallons~~expansion ~~sold~~projects ~~will~~have driven a substantial increase in ~~2021,~~our wevolume ~~anticipate~~of ahigher-margin ~~reversion~~diesel insold ~~per~~from ~~unit~~approximately ~~fuel~~32% ~~margin.~~of ~~Fuel~~total ~~margin~~gallons ~~for~~sold in the ~~six~~year ~~months~~ ended ~~June 30~~December 31, ~~2021~~2023 ~~was~~to ~~34.9~~approximately ~~cpg~~36% in the year ended December 31, 2025.

We believe our strong competitive position and brand loyalty in small communities position both our inside merchandise and fuel platforms to continue to deliver strong financial performance.

Our Growth Strategies

Unlock Full Potential of Stores to Drive Comparable Sales

We believe we have significant opportunities to apply our superior operating standards and technology to help drive more customers to our locations, encourage more fuel shoppers to visit the inside of our stores, and increase per-visit spend per customer. We plan to capitalize on those opportunities through the following strategies:

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~~Accelerate~~ Consistent ~~Allsup’s~~and ~~Foodservice~~Durable ~~Rollout~~Same-Store Sales Growth. ~~Allsup’s~~We ~~stores~~are ~~have~~a foodservice destination with efficient operations, creating a ~~distinct~~customer ~~foodservice~~experience ~~platform~~that ~~centered~~drives ~~around~~loyalty ~~the~~and ~~famous~~frequency. ~~deep~~This is evidenced by three years of same-~~fried~~stores ~~burrito~~sales ~~that~~growth and successful new store openings. Since 2020, we ~~plan~~have tohad ~~further~~90 ~~leverage~~new ~~across~~store ~~our~~openings, ~~entire~~with approximately 39% of cumulative growth in Adjusted EBITDA per store ~~base~~from tothe year ended December 31, 2021 through the year ended December 31, 2025. We believe we are an exceptional operator with sustained same-stores sales growth, unit expansion and strategic improvements driving platform productivity.

We believe our strong competitive position and brand loyalty in small communities position both our inside merchandise and fuel platforms to continue to deliver strong financial performance.

Differentiated Platform Leveraging Technology and Best-in-Class Operations

When we acquired Allsup’s Convenience Stores in 2019, we inherited a celebrated and time-tested foodservice offer that we have since rolled out across our portfolio. The Allsup’s foodservice platform—which comprises numerous frozen-to-fresh deep-fried items, anchored by the famous Allsup’s deep-fried burritos and chimichangas—is a true destination offer, attracting customers to our stores specifically for our branded foodservice items. Our Allsup’s foodservice platform is ubiquitous and highly-recognized across our southwestern markets, generates outsized margins compared to the majority of our inside merchandise, and offers a wide selection of ready-to-eat items at compelling price points. The platform is supported by our efficient labor model, as reflected in our portfolio average of only 2.6 employees per shift in 2025. A simplified food preparation and frying station occupies approximately 115 square feet within the 360-square-foot central checkout counter area, enabling a single employee to operate both the foodservice station and the cash registers, if needed. We believe this layout improves labor efficiency and operational flexibility, while enhancing the customer experience by reducing wait times.

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~~drive~~We ~~growth.~~also Weeffectively ~~anticipate~~leverage technology and data in an industry that ~~rolling~~has ~~out~~been historically slow to adopt technology, and we believe that this differentiates us from our competitors. By introducing into the ~~Allsup’s~~stores ~~burrito~~we ~~across~~build or acquire our state-of-the-art ~~majority~~infrastructure, comprised of accounting and point-of-sale systems, cloud-hosted databases, a customized loyalty program, and a back-office platform, we are able to generate valuable data and insights into every store in our portfolio to reduce costs and increase profitability. Investments in Yesway ~~stores~~fuel byofferings have resulted in the ~~end~~expansion of ~~2021~~diesel ~~will~~fueling ~~drive~~stations ~~returns~~and ~~with~~increased ~~limited~~speed ~~capital~~of ~~investment.~~transaction ~~Further,~~to wesupport gallon growth. Investments have ~~plans~~also been made in data warehouse capabilities to ~~start~~drive ~~offering~~faster ~~our~~decision ~~foodservice~~making atand ~~sporting~~cost ~~events~~efficiencies. Reporting on pump health, instore ~~schools~~labor hours, turnover, and innew ~~grocery~~store ~~stores~~metrics allows for real-time monitoring and more informed decision-making. ~~Additionally~~For example, wedaily ~~will~~automated ~~continue~~reporting on flow rates and fuel dispenser health enable management to ~~build~~identify ~~out~~and resolve inefficiencies before any issues arise. We are also using third-party AI tools to complement our ~~foodservice~~real ~~platform~~estate byexperience ~~refining~~and expertise in our ~~existing~~new ~~partnerships~~site selection and performance modeling; however, final site selections are still made by our management. See “Risk Factors—Risks Related to ~~enhance~~Data Privacy and Information Technology—Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary ~~offerings~~information atand ~~select~~Personal ~~stores~~Information.”

Compelling Unit Growth Opportunity with Proven Track Record of New Store Development and Opportunistic Mergers and Acquisitions (“M&A”)

We operate predominantly under a company-owned, company-operated (“COCO”) model and own approximately 65% of the real estate underlying our total store base as of December 31, 2025. Through our dedicated real estate development team, we have completed a number of successful capital investment projects, which have driven operational improvements, grown gallons of fuel sold, and increased inside merchandise sales.

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~~Allsup’s~~ New ~~Express~~Store Development. We ~~are~~have inleveraged ~~the~~our ~~process~~strong ofbrand ~~developing~~recognition in our ~~Allsup’s~~core ~~Express~~markets ~~concept~~into ~~which~~an ~~would~~effective ~~consist~~new-to-industry ofstore ~~smaller~~construction ~~footprint~~program. ~~convenience~~From ~~stores~~June 1, on2021 orthrough ~~adjacent~~December 31, to2025, ~~college~~we ~~campuses~~opened ~~where~~59 ~~there~~new-to-industry isstores ain ~~captive~~existing ~~audience~~markets ofand ~~residential~~those ~~students.~~adjacent ~~Allsup’s~~to ~~Express~~our ~~stores~~current ~~will~~portfolio, ~~consist~~the majority of awhich ~~more~~have ~~limited~~become ~~merchandise~~some ~~selection~~of ~~focused on~~ the ~~Allsup’s~~best-performing ~~famous~~assets ~~deep-fried~~in ~~burrito~~our ~~platform~~portfolio, ~~cold~~as ~~dispensed~~well ~~beverages,~~as 31 raze-and-rebuilds. ~~alcohol,~~We ~~with~~completed ~~potential~~29 ~~partnerships~~of ~~with~~these ~~student~~new ~~agencies~~store todevelopment ~~provide~~projects onvia our build-~~campus~~to-suit ~~delivery~~program ~~service~~between December 2023 through December 31, 2025. We ~~have~~expect ~~already~~the ~~selected~~majority of the ~~first~~new-to-industry ~~pilot~~stores ~~location~~ in ~~Texas~~our ~~for~~near-term andevelopment ~~Allsup’s~~pipeline ~~Express,~~to ~~and~~be ~~expect~~funded via our capital-light build-to-suit ~~hold~~program, ~~its~~through ~~grand~~which ~~opening~~we inhave ~~the~~historically ~~first~~targeted ~~quarter~~a return on invested capital of ~~2022~~approximately 30%. ~~Given~~While ~~Allsups’~~final ~~strong~~site ~~brand~~selections ~~presence~~are inmade ~~the~~by ~~Southwest~~our management, we ~~will~~also ~~initially~~use ~~target post~~third-~~secondary~~party ~~institutions~~AI ~~within~~tools ~~the~~to ~~existing~~complement ~~Allsup’s~~our ~~footprint~~real estate experience and expertise in ~~Texas,~~our ~~New~~new ~~Mexico,~~site selection and ~~Oklahoma~~performance modeling.

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~~Rollout~~ Acquisition ~~Allsup’s~~Growth ~~Rewards Program~~Strategy. We ~~believe~~have ~~Allsup’s~~also ~~was~~leveraged ~~the~~our ~~largest~~track ~~convenience~~record ~~store~~to ~~chain~~source, inintegrate ~~the~~and ~~U.S.~~add ~~without~~value athrough ~~loyalty~~new ~~rewards~~portfolio ~~program.~~acquisitions, ~~Leveraging~~through ~~the~~which ~~historical~~we ~~success~~enter ofnew ~~our~~states ~~robust~~with ~~Yesway~~attractive ~~Rewards~~market ~~Program,~~dynamics weand ~~began~~demographic ~~the~~profiles. ~~rollout~~We ofemploy ~~the~~private ~~new~~equity ~~Yesway~~metrics /and ~~Allsup’s~~strategies ~~Rewards~~to ~~Program~~generate ~~across~~significant ~~all~~growth ~~302~~and ofROI. ~~Allsup’s~~From ~~stores~~2015 inthrough ~~February 2021.~~2019, Weour ~~believe~~acquisition ~~the~~growth ~~loyalty~~strategy ~~program~~grew ~~rollout~~our ~~will~~store ~~drive~~count anthrough ~~uplift~~27 inacquisitions. ~~sales~~Then, through ~~increased~~our store ~~foot~~construction ~~traffic~~program, ~~more~~we ~~frequent~~built ~~repeat~~90 ~~customer~~stores ~~visits,~~from ~~and~~2020 ~~higher~~through ~~average~~this ~~annual~~year ~~spend~~to ~~per customer~~date.

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~~Expand~~ Reinvestment ~~Inside~~in ~~Merchandise~~Our ~~Offering~~Assets. We ~~plan~~maintain toand ~~continue~~execute toa ~~expand~~list ~~our~~of ~~inside~~opportunistic ~~merchandise~~capital ~~offering~~projects across the portfolio to ~~attract~~take ~~new~~advantage ~~customers,~~of opportunities to drive ~~foot~~incremental ~~traffic,~~sales ~~grow~~and ~~inside~~EBITDA. ~~merchandise~~These include raze-and-rebuilds, fuel ~~sales,~~pump upgrades and ~~increase~~expansions, ~~margins.~~diesel Weisland ~~have~~additions, ~~identified~~store aand ~~number~~parking oflot ~~initiatives~~expansions, ~~that~~the weacquisition ~~believe~~of ~~will~~supply-limited ~~have~~liquor alicenses, ~~significant~~and ~~impact~~store onremodels. ~~our~~These ~~results,~~projects ~~including,~~often ~~but~~generate ~~not~~the ~~limited~~highest ~~to,~~ROI ~~the~~of ~~expansion~~all of our ~~private-label~~capital ~~offering~~projects, ~~the~~at ~~addition~~times ofresulting ~~key~~in ~~packaged~~a ~~beverage~~full ~~brands,~~payback ~~the~~in ~~addition~~less than a year. We have proactively completed almost all of ~~ATMs~~our ~~and~~identified ~~money~~asset ~~management~~reinvestment ~~services~~projects, and expect the ~~expanded~~majority ~~offerings~~ of ~~cannabidiol~~our ~~products,~~near-term ~~electronic~~growth ~~cigarettes~~to come from our new-to-industry construction projects and ~~vape~~ongoing ~~products~~operational improvement initiatives.

Through our disciplined capital allocation, which entails allocating our investments toward projects that are expected to yield the highest ROI, and our deep experience in improving real estate and store operations, we have demonstrated our ability to generate attractive returns on investment.

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Highly Experienced and Driven Management Team and an Award-Winning Industry Position

Yesway is led by a management team that possesses decades of combined investment and operating experience and has a demonstrated track record of revenue growth and value creation. Thomas N. Trkla, who serves as Chairman, President, and Chief Executive Officer of Yesway, and many individuals from the Company’s leadership team came from the private equity sponsor firm of Yesway and have extensive experience in building, acquiring, improving, rebranding, and operating value-add commercial real estate properties and convenience stores. This includes all aspects of real estate development, including sourcing of opportunities and site selection, navigating the permitting process with local municipalities, choosing construction partners, and managing the building or remodeling process. Yesway’s senior leadership also includes numerous convenience store industry veterans who leverage best practices learned from decades of experience with major U.S.-based convenience store chains to deliver operational excellence.

In addition, we believe that Yesway’s private-equity roots are one of our greatest strengths; by employing the metrics, strategies, and creativity resulting from a private equity mindset, we have been able to generate significant growth and ROI.

Our Growth Strategies

New Store Development

We have a strong history of building new-to-industry stores that quickly rank among the strongest performers in our portfolio. We attribute this performance to a combination of factors, including our data-driven site selection process, deep brand recognition in and adjacent to our current geographic footprint, and a consistent yet flexible store footprint and site layout.

Strategy and Design

Our new locations are, on average, larger than our historic legacy stores, enabling a broader assortment of SKUs, expanded internal storage areas, and enhanced fuel offerings, often including dedicated diesel fueling islands for semi-trucks and large vehicles. However, our store designs are not one-size-fits-all. Each development is customized to reflect local market demographics and the unique characteristics of the lot, traffic patterns, and access points, allowing us to deploy capital efficiently without sacrificing customer experience. This flexible strategy has enabled us to build stores in a variety of markets and locations, and we believe it will provide ample opportunities for further growth in the years ahead.

New Store Performance and Return on Investment

Due to the factors outlined above, our new stores have typically matured rapidly, often approaching long-term run-rate performance within three months of opening. We target a one-year ROI of approximately 15% for self-funded new stores and approximately 30% for build-to-suit-funded new stores, based on our assumed capital investments of approximately $10.0 million to $12.0 million per project and $2.5 million to $3.0 million per project, respectively. For the 28 self-funded new-to-industry stores opened to date and for which we have an applicable 12 months of performance data as of December 31, 2025, we have achieved an average ROI of approximately 15%. We define ROI for a new store development, including any store that is part of our build-to-suit program, as the Store Contribution generated during the 12 months beginning in the fourth full month following the store opening date, divided by the total cost to us of developing that store. The cost of new store development reflects the total capitalized cost required to bring a new location from site selection through store opening. This includes land acquisition, soft costs (such as permits, entitlements, and architectural, engineering, and construction management fees), site work and hard construction costs, underground storage tanks and other fuel equipment, building and interior finishes, store equipment (including foodservice and refrigeration), and exterior signage and related improvements.

For self-funded new store developments, we fund all these costs directly from our own cash reserves and capital resources. For build-to-suit-funded developments, we typically fund approximately 25% of the total development cost and one of our third-party real estate partners funds the balance.

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See “Risk Factors—Risks Related to Our Business and Industry—Our growth may be slowed if we are not able to maintain an adequate pipeline of suitable locations for new stores and manage the risks associated with new store development.”

The table below highlights the enhanced productivity of our new stores compared to our legacy stores. It compares pertinent performance figures and specifications of our average self-funded new-to-industry store with those of our average legacy store for the twelve months ending December 31, 2025. Legacy stores include all acquired stores that have not been razed and rebuilt or significantly remodeled.

	Average Self-Funded New-to- Industry Stores	Average Legacy Store	Change
Store Size	5,800 square feet	3,400 square feet	1.7x
Lot Size	3.7 acres	1.1 acres	3.4x
Fuel Dispensers	27	10	2.7x
Diesel Share of Total Gallons Sold	42%	29%	1.4x
Annual Gallons Sold	3.1 million	1.0 million	3.1x
Annual Inside Sales	$3.1 million	$1.7 million	1.8x
Annual Store Contribution	$1.4 million	$0.4 million	3.2x

Development Pipeline and Execution Capacity

From June 2021 through December 31, 2025, we opened 30 self-funded new-to-industry stores and 29 build-to-suit-funded new-to-industry stores, including 12 build-to-suit-funded new-to-industry stores and two self-funded new-to-industry stores in the year ended December 31, 2025. We plan to open approximately 130 new stores over the next five years, including approximately six to eight new stores in 2026. To support this plan, we have engaged numerous construction companies, which we expect will allow us to accelerate the pace of our new-to-industry store program. Despite our rapid pace of expansion, we believe we are in the early stages of our long-term growth journey with significant whitespace in our existing and new markets.

Capital Allocation and Build-to-Suit Program

Our future new store construction activity is expected to be funded in two ways: self-funded construction, using cash from our balance sheet to acquire land and build a store; and partnerships with REITs and other triple-net real estate groups that specialize in funding build-to-suit development. Under this build-to-suit program, a third party typically contributes the majority of the capital to construct a new store. At the same time, we oversee site selection, permitting, design, and construction processes, and, once construction is completed, we operate the location under a long-term lease agreement.

From December 2023 through December 31, 2025, we completed 29 build-to-suit-funded new store development projects with three financial partners, in connection with which we funded only 25% of the total land acquisition and store construction costs. On the remaining portion of the financing, we secured an average capitalization rate of 7.86% from our build-to-suit partners.

Because we oversee site selection and the construction process, subject to certain third-party approvals, we believe the build-to-suit program does not add material strategic execution risk to our new store construction platform.

Consequently, we plan to fund most of our new store growth in the coming years via our build-to-suit program. By doing so, we believe we will increase our capacity to build new stores while reducing the capital expenditure required and accelerating our EBITDA growth. While our build-to-suit platform enhances the attractiveness of our capital deployment program, we remain mindful of the benefits of owning the real estate underlying our portfolio. As such, while build-to-suit construction may drive a significant portion of our new store development activity in the near term, we plan to consider self-funding an increasing portion of our new store development in the future.

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Compelling Opportunities for Continued Same Store Sales Growth

We believe we can leverage our superior operating standards and technology to help drive more customers to our locations, encourage more fuel shoppers to visit the inside of our stores, and increase per-visit spend per customer by implementing the following strategies:

•

~~Expand~~ Launch ~~Allsup’s~~Value-Add ~~Market~~Operational ~~Concept Stores~~Initiatives. ~~Our~~We ~~Allsup’s~~continue ~~Market~~to ~~offering~~expand ~~has~~our ~~significantly~~offerings ~~enhanced~~both ~~sales~~inside atand ~~related~~outside ~~stores,~~the ~~while~~store ~~requiring~~and ~~minimal~~have ~~capital~~identified ~~investment.~~several Weinitiatives that we believe will have ~~identified~~a ~~two~~significant ~~existing~~impact ~~Allsup’s~~on ~~stores~~our ~~and~~results, ~~three~~including, ~~raze~~but not limited to: diesel fuel expansions and ~~rebuilds~~dispenser ~~that~~upgrades weto ~~believe~~improve ~~are~~transaction ~~suitable~~speeds; ~~for~~innovating ~~the~~our ~~highly~~foodservice ~~accretive~~offerings; ~~addition~~augmenting ofand ~~Allsup’s~~optimizing ~~Market~~our current in-store merchandise mix, including enhancing our private-label assortment; and ~~plan~~optimizing our hiring practices to ~~evaluate~~reduce ~~other~~turnover ~~stores~~and ~~that~~improving ~~could~~store-level ~~benefit~~labor ~~from~~models ~~this~~based ~~concept~~on hourly transaction volumes, sales, and store-specific attributes. We regularly assess and improve our operational model, and we believe this is a key competitive advantage that we can continue to build upon in the future.

•

~~Launch~~ Superior ~~New~~Operating ~~Marketing~~Standards ~~Initiatives~~and Technology. We ~~have~~believe ~~launched~~our aoperating standards and use of technology are key competitive advantages within the marketplace, which can continue to drive same-store sales growth for our new ~~fleet~~and ~~card~~existing units. ~~initiative~~For ~~specifically~~example, ~~catered~~we believe our near-real-time pump health monitoring technology enables us to ~~truck~~identify ~~drivers~~and ~~that~~quickly ~~offers~~correct ~~them~~any issues customers may encounter at the ~~ability~~pump, ensuring excellent customer experience and minimizing potential missed sales opportunities. We believe we can continue to ~~earn~~build ~~additional~~loyalty ~~rewards,~~at ~~such~~our asstores ~~free~~and ~~coffee~~optimize our cost structure by maintaining a focus on operational excellence and ~~food~~leveraging technology throughout our organization.

~~Increase~~Opportunistic, ~~Profitability~~Value-Accretive ~~through Synergies and Cost Saving Initiatives~~ M&A

•We have a differentiated track record of sourcing, integrating, and adding value to our portfolio acquisitions. Since our founding, we have acquired more than 400 convenience stores through 27 separate transactions, building a strong reputation as the acquirer of choice in our markets. Given the fragmentation in the U.S. convenience retail market, we will continue to evaluate the acquisition of stores opportunistically, including in smaller towns with lower concentrations of larger-chain convenience store locations. We will also consider expanding geographically by entering new states with attractive market dynamics and demographic profiles.

~~Realization of Identified Synergies.~~ As ofreferenced ~~July 2021~~above, we ~~have~~expect ~~realized~~most ~~approximately 75%~~ of our ~~synergy~~unit ~~target~~growth ofwill ~~$42.0 million~~come from ~~the~~new ~~Allsup’s~~store ~~acquisition~~development. ~~Our~~We ~~identified~~plan ~~cost~~to ~~and~~consider ~~revenue synergy targets from the~~ acquisition ofactivity ~~Allsup’s~~as ~~consist~~an ofalternative to new-store ~~operations~~construction ~~synergies,~~based ~~fuel~~on ~~procurement~~an ~~synergies,~~attractive ~~merchandising~~return ~~and~~profile ~~marketing~~or ~~synergies,~~other ~~real~~strategic ~~estate synergies, information technology synergies, back office synergies and indirect synergies~~advantages.

Recent Developments

Preliminary Estimated Results for the Three Months Ended March 31, 2026 (unaudited)

Our results for the three months ended March 31, 2026 are not yet available and will not be available until after the completion of this offering. Below we have presented preliminary estimated ranges of certain of our financial results for the three months ended March 31, 2026, based solely on preliminary information currently available to management. We have not yet completed our closing procedures for the three months ended March 31, 2026. The preliminary estimated ranges of certain of our consolidated financial results set forth below have been prepared by, and are the responsibility of, management. BDO USA, P.C., our independent registered public accounting firm, has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to this preliminary consolidated financial results for the three months ended March 31, 2026. Accordingly, BDO USA, P.C. does not express an opinion or any other form of assurance with respect thereto. Our actual results may differ from these estimates due to the completion of our financial closing procedures, final adjustments and other developments that may arise between now and the time the financial results for our interim period are finalized. You should not place undue reliance on these preliminary estimates. The information presented herein should not be considered a substitute for the financial information to be filed with the SEC in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 once it becomes available after this offering. In addition, the preliminary estimated financial results set forth below are not necessarily indicative of results we may achieve in any future period. See “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Cautionary

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Note Regarding Forward-Looking Statements” for additional information regarding factors that could result in differences between the preliminary estimated ranges of certain of our financial results that are presented below and the actual financial results we will report.

The following table reflects certain preliminary results for the three months ended March 31, 2026 and actual financial results derived from our unaudited financial statements for the three months ended March 31, 2025:

Statement of Operations Data:

	Quarter Ended March 31, 2025			Quarter Ended March 31, 2026
(in millions, except for percentages and cpg)	Quarter Ended March 31, 2025			Low	High
Total fuel gallons sold			134.4
Fuel sales		$	400.2
Fuel gross profit		$	48.2
Fuel margin			35.9
Inside merchandise sales		$	195.1
Inside merchandise gross profit		$	66.6
Inside merchandise margin			34.2%
Income from operations		$	10.2
Net income (loss)		$	(5.6)
Same-store fuel gallons sold			(1.9)%
Same-store inside merchandise sales			0.4%

Fuel gallons are expected to between % and % for the three months ended March 31, 2026 as compared to the same period in 2025 as a result of . Fuel sales are expected to between % and % for the three months ended March 31, 2026 as compared to the same period in 2025 due to . Fuel gross profit is expected to between % and % for the three months ended March 31, 2026 as compared to the same period in 2025 resulting from fuel margin to an estimated cpg in 2026 compared to 35.9 cpg in 2025.

Inside merchandise sales are expected to between % and % for the three months ended March 31, 2026 as compared to the same period in 2025 as a result of . Inside merchandise gross margin is expected to bps for the three months ended March 31, 2026 as compared to the same period in 2025.

Our expected changes in net income, Adjusted EBITDA and Store Contribution are primarily attributed to for the three months ended March 31, 2026.

Preliminary Balance sheet data:

(in millions)	March 31, 2026
Cash and cash equivalents(1)		$
Credit Facility
Financing obligations
Finance lease liabilities
Total debt, including financing obligations and finance lease liabilities		$

•(1)

~~Expand~~ Cash ~~Inside~~and ~~Merchandise~~Cash ~~Margins. We~~Equivalents ~~believe~~has wenot ~~have~~been anadjusted ~~opportunity~~for tothe ~~leverage~~anticipated ~~our~~$ million ~~economies~~Final ofPayment ~~scale~~to ~~when~~be ~~negotiating~~made ~~with~~prior ~~key merchandise suppliers. We have an opportunity~~ to ~~shift~~the ~~to managing a large-scale self-supply warehouse in coordination with key distributors, resulting in greater control of product deliveries and more compelling supply chain economics~~offering.

•

Capture Margin Opportunity across Our Fuel Offering through Cost Savings. We plan to increase margins by expanding our fuel offerings under favorable terms from suppliers, especially with the addition of diesel and diesel exhaust fluid (“DEF”) and bio blends. Our scale and non-exclusive fuel contracts allow us to have the freedom to secure fuel supply at more favorable costs, and in turn, maximize our margins.

• 12

~~Overhead~~ TABLE ~~Reductions~~OF and Operating Leverage Optimization. We intend to realize efficiencies through eliminating redundant overhead expenses, implementing Yesway’s inventory control system at Allsup’s locations, and sourcing more favorable agreements with suppliers. CONTENTS

Other Financial data:

Quarter Ended
March 31, 2025

Quarter Ended
March 31, 2026

(in millions)

Low

High

Adjusted EBITDA(1)

27.8

Store Contribution(2)

43.2

(1)

See footnote (2) under “―Summary Historical and Pro Forma Consolidated Financial and Other Data” for description of Adjusted EBITDA.

8 (2)

See footnote (2) under “―Summary Historical and Pro Forma Consolidated Financial and Other Data” for description of Store Contribution.

The following tables provide reconciliations of net income (loss) to Adjusted EBITDA and of income from operations to Store Contribution for the three months ended March 31, 2025 and our preliminary estimates for the three months ended March 31, 2026 (at the low end and high end of the estimated ranges set forth above).

	Quarter Ended March 31, 2025			Quarter Ended March 31, 2026
(in millions)	Quarter Ended March 31, 2025			Low	High
Net income (loss)		$	(5.6)
Change in fair value of derivative liability			1.3
Impairment on equity investment			—
Interest expense, net			14.5
Income tax expense			—
Income from operations			10.2
Depreciation, amortization, and accretion			15.5
(Gain) loss on disposal of assets			(0.7)
Goodwill impairment			—
Long-lived asset impairment			—
Total acquisition, financing, and integration costs			2.8
Adjusted EBITDA			27.8
Income from operations			10.2
Depreciation, amortization, and accretion			15.5
(Gain) loss on disposal of assets			(0.7)
Goodwill impairment			—
Long-lived asset impairment			—
Total acquisition, financing, and integration costs			2.8
Total overhead expenses			15.4
Store Contribution			43.2

We use non-GAAP financial measures, such as Adjusted EBITDA and Store Contribution, to supplement financial information presented in accordance with GAAP. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance, in the case of Adjusted EBITDA, and the direct performance of our stores, in the case of Store Contribution, from period to period, and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this prospectus. For example, our non-GAAP financial measures may not be

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~~Raze~~comparable to similarly titled measures of other companies. Additionally, Store Contribution excludes costs that we incur on an enterprise level that while essential in supporting our store operations, are not directly related to store operations, and ~~Rebuilds~~that we believe result in efficiencies of scale and confer other benefits across our business. Other companies, ~~Remodels~~including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. See “Prospectus Summary—Summary Historical and ~~New~~Pro ~~Store~~Forma ~~Development~~Condensed Consolidated Financial and Other Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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. We plan to complete approximately 34 raze and rebuilds and 44 remodels through the end of 2022, which will drive strong operational improvements and significant increases to fuel gallons sold as well as inside merchandise sales. We have retained the construction company that Allsup’s used on all of their historical raze and rebuilds and remodels. We have hired four additional construction companies that are all working together and sharing best practices on convenience store construction, which we expect will allow us to accelerate the pace of raze and rebuilds compared to what Allsup’s has been able to do historically. We also expect to increase our fuel market share by adding higher margin diesel canopies and pumps to existing locations. Our goal is to generate a one-year ROI of at least 20% on store investments, which is comparable to the average return achieved on store investments over the past four years. We believe our raze and rebuild efforts provide a lower risk, higher return use of capital than store acquisitions or greenfield development. While we prioritize store remodels and raze and rebuilds, we have also identified 18 potential store development opportunities through the end of 2022, as they represent unique opportunities to generate returns. Based on a target investment cost of approximately $5 million, we target a one-year ROI of at least 20% on new store developments. 14

Allsup’s Raze and Rebuilt Store Example – Bangs, Texas

Yesway Remodeled Store Example – Amarillo, Texas

Pursue Acquisitions in New and Existing Markets

Given the fragmented convenience retail market, we plan to acquire stores opportunistically in smaller towns with a lower concentration of national chain convenience stores. Our acquisitions team leverages our broad real estate expertise to source acquisitions of varied scale and integrate diverse sets of stores and operating models into our existing platform. We have an actionable pipeline of potential targets in adjacent towns where population density, demographics and overall market characteristics are similar to our existing markets. We

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will also consider expanding geographically by entering new states and acquiring stores in markets that feature many of the same characteristics, such as rural communities with attractive market dynamics and demographic profiles.

Summary Risk Factors

Participating in this offering involves substantial risk. Our ability to execute our strategy is also subject to certain risks. The risks described under the heading “Risk Factors” immediately following this summary may cause us not to realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the most significant challenges and risks we face include the following:

•

volatility in the global prices and availability of oil and petroleum products and general economic conditions that are out of our control, including interest rates;

•

our ability to successfully implement our rapid growth strategy~~, a major part of which consists of razing and rebuilding or remodeling many of our stores~~;

•

our ability to maintain an adequate pipeline of suitable locations for new stores and manage the risks associated with new store development;

•

our ability to ~~realize~~successfully ~~all~~recruit, ~~anticipated~~hire, ~~synergies~~and orretain ~~operating~~qualified ~~efficiencies from our acquisition of Allsup’s or the anticipated benefits of initiatives relating to our merchandise mix~~personnel;

•

the risk of failing to recruit, hire, and retain qualified personnel;

•

our dependence upon market acceptance by consumers and our failure to offer products that meet our existing customers’ taste and attract new customers;

•

changes to wage regulations and other employment and labor laws;

•

changes in demand for fuel-based modes of transportation and advancements in technologies, such as hybrid and electric vehicles, that significantly reduce fuel consumption related to the public’s current general approach with regard to climate change and the effects of greenhouse gas emissions, among others;

•

our dependence on a limited number of suppliers for the majority of our gross fuel purchases and merchandise;

•

operational hazards and risks normally associated with the marketing of petroleum products, as well as hazards and risks relating to the physical effects of weather and climate change;

•

~~changes~~ the toTax ~~tobacco~~Receivable ~~legislation,~~Agreement ~~potential~~with ~~court~~the ~~rulings~~Continuing ~~affecting~~Equity ~~the~~Owners ~~tobacco~~and ~~industry,~~Blocker ~~campaigns~~Shareholders requires us to ~~discourage~~make ~~smoking,~~cash ~~increases~~payments to them in ~~tobacco~~respect ~~taxes~~of ~~and~~certain ~~wholesale~~tax ~~cost~~benefits ~~increases~~to ofwhich ~~tobacco~~we ~~products;~~may become entitled, and we expect that such payments will be substantial;

•

changes to tobacco legislation, potential court rulings affecting the tobacco industry, campaigns to discourage smoking, increases in tobacco and nicotine product taxes and wholesale cost increases of tobacco and nicotine products; and

•

the significant influence Brookwood will continue to have over us after the Transactions, including control over decisions that require the approval of stockholders.

Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors.”

Summary of the Transactions

Yesway, Inc., a Delaware corporation, was formed on April 23, 2021 and is the issuer of the Class A common stock offered by this prospectus. Prior to this offering, all of our business operations have been conducted through Parent and its subsidiaries. We will consummate the following organizational transactions in connection with this offering:

•

we will amend and restate Yesway, Inc.’s certificate of incorporation to, among other things, provide for (1) the ~~recapitalization~~creation of ~~our~~a ~~outstanding~~class ~~shares~~ of ~~existing~~ common stock ~~into~~to ~~one~~be ~~share~~designated ofas Class A common stock, ~~(2) Class A common stock,~~ with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our stockholders generally, (2) the reclassification of the existing shares of common stock into shares of Class A common stock and (3) the creation of a class of common stock to be designated as Class B common stock, with each share of our Class B common stock entitling its holder to one vote per share on all matters presented to our stockholders generally, and that shares of our Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees as described in “Description of Capital Stock—Common Stock—Class B Common Stock”;

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•

we will acquire, by means of one or more mergers, the Blocker Companies (the “Blocker Mergers”) and, assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, will issue to the Blocker Shareholders shares of our Class A common stock and rights under the Tax Receivable Agreement;

•

assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, we will issue shares of our Class B common stock to the Continuing Equity Owners, which is equal to the number of LLC Interests held directly or indirectly by such Continuing Equity Owners immediately following the Transactions, for nominal consideration;

•

we will amend and restate the existing limited liability company agreement of Parent, which will become effective prior to the consummation of this offering, to, among other things, (1) recapitalize all existing ownership interests in Parent (including profits interests awarded under the existing limited liability company agreement of Parent) into one class of LLC Interests and (2) appoint Yesway, Inc. as the sole managing member of Parent upon its acquisition of LLC Interests in connection with this offering;

•

we will issue shares of our Class A common stock to the purchasers in this offering (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds, after taking into account the underwriting discounts and estimated offering expenses payable by us, of approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

we will use the net proceeds from this offering to purchase LLC Interests (or LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from Parent at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts ~~and estimated offering expenses payable by us~~;

•

~~Parent~~ we ~~intends~~will tomake ~~use~~ the ~~net~~Final ~~proceeds~~Payment ~~from the sale~~ of ~~LLC~~$ million ~~Interests~~ to ~~Yesway, Inc. for general corporate purposes to support~~ the ~~growth~~Continuing ofEquity ~~the business as described under “Use of Proceeds”~~Owners; ~~and~~

•

Parent intends to use $ million of the net proceeds from the sale of LLC Interests to Yesway, Inc. to fully redeem the outstanding Redeemable Senior Preferred Membership Interests in connection with the consummation of this offering, and the remainder of the net proceeds, if any, to pay down existing indebtedness and for general corporate purposes to support the growth of the business as described under “Use of Proceeds”; and

•

Yesway, Inc. will enter into (1) the Stockholders Agreement with Brookwood, (2) the Registration Rights Agreement with certain of the Continuing Equity Owners and (3) the Tax Receivable Agreement with Parent, the Continuing Equity Owners and the Blocker Shareholders. For a description of the terms of the Stockholders Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions.”

Immediately following the consummation of the Transactions (including this offering):

•

Yesway, Inc. will be a holding company and its principal asset will consist of LLC Interests it acquires directly from Parent and indirectly from the Blocker Shareholders;

•

Yesway, Inc. will be the sole managing member of Parent and will control the business and affairs of Parent and its direct and indirect subsidiaries;

•

Yesway, Inc. will own, directly or indirectly, LLC Interests ~~of Parent~~, representing approximately % of the economic interest in Parent (or LLC Interests, representing approximately % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

~~Brookwood~~ assuming ~~will~~an ~~own~~initial ~~(1) through~~public ~~the~~offering ~~Blocker~~price ~~Shareholders, shares~~ of ~~Class A~~$ per ~~common stock of Yesway~~share, ~~Inc.~~the ~~(or shares~~midpoint of ~~Class A~~the ~~common~~price ~~stock~~range ofset ~~Yesway,~~forth ~~Inc.~~on if the ~~underwriters~~cover ~~exercise~~page inof ~~full~~this ~~their~~prospectus, ~~option~~Brookwood towill ~~purchase~~own ~~additional~~(1) through the Blocker Shareholders, shares of Class A common stock) of Yesway, Inc. representing approximately % of the combined voting power of all of Yesway, Inc.’s common stock and approximately % of the economic interest in Yesway, Inc. (or approximately % of the combined voting power and approximately % of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock), (2) directly through Brookwood’s ownership of LLC Interests and indirectly through Yesway, Inc.’s ownership of LLC Interests, approximately % of the economic interest in Parent (or approximately % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (3) shares of Class B common stock of Yesway, Inc., representing approximately % (and, together with the shares of Class A common stock, %) of

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purchase additional shares of Class A common stock), (2) directly through Brookwood’s ownership of LLC Interests and indirectly through Yesway, Inc.’s ownership of LLC Interests, approximately % of the economic interest in Parent (or approximately % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (3) shares of Class B common stock of Yesway, Inc., representing approximately % (and, together with the shares of Class A common stock, %) of the combined voting power of all of Yesway, Inc.’s common stock (or shares of Class B common stock of Yesway, Inc., representing approximately % (and, together with the shares of Class A common stock, %) if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, the Continuing Equity Owners (including the holders of Series P Interests (as defined herein)) will own (1) directly through such Continuing Equity Owners’ ownership of LLC Interests and indirectly through Yesway, Inc.’s ownership of LLC Interests, approximately % of the economic interest in Parent (or approximately % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (2) shares of Class B common stock of Yesway, Inc., representing approximately % of the combined voting power of all of Yesway, Inc.’s common stock (or shares of Class B common stock of Yesway, Inc., representing approximately % if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

•

the purchasers in this offering will own (1) shares of Class A common stock of Yesway, Inc. (or shares of Class A common stock of Yesway, Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately % of the combined voting power of all of Yesway, Inc.’s common stock and approximately % of the economic interest in Yesway, Inc. (or approximately % of the combined voting power and approximately % of the economic interest in Yesway, Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and (2) through Yesway, Inc.’s ownership of LLC Interests, indirectly will hold approximately % of the economic interest in Parent (or approximately % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

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

Unless otherwise indicated, this prospectus assumes the shares of Class A common stock being offered pursuant to this prospectus are sold at $ per share (the midpoint of the price range set forth on the cover page of this prospectus). The number of shares of our Class A common stock and Class B common stock to be outstanding after this offering depends on the actual initial public offering price of our Class A common stock in this offering. For illustrative purposes, the below table shows the approximate number of shares of Class A common stock (excluding the shares of Class A common stock to be sold to the public in this offering) and Class B common stock to be outstanding following this offering at various assumed initial public offering prices per share.

Assumed Initial Public Offering Price Per Share	Class A Common Stock	Class B Common Stock
$
$
$
$
$
$
$
$

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For more information regarding the Transactions and our structure, see “Our Organizational Structure.”

Ownership Structure

The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock and assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus.

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(1)

The Brookwood funds will own shares of Class A common stock of Yesway, Inc. through the Blocker Shareholders.

(2)

Investors in this offering will hold approximately % of the combined voting power of Yesway, Inc. (or approximately % of the combined voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Impact of Our Structure on Our Results of Operations

Prior to the completion of the Transactions contemplated by this offering, our business was recognized as a partnership for U.S. federal and state income tax purposes, with the exception of one subsidiary with immaterial income taxed as a corporation. As a result, we did not incur material U.S. federal and state income taxes as our taxable income or loss was included in the U.S. federal and state income tax returns of our members prior to the Transactions.

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expense or benefit. In addition, changes, if any, subsequent to the date of the Transactions and this offering to the initial carrying value of the liability related to the Tax Receivable Agreement will be reflected in our results of operations. As a result, the comparability of our historical and future results of operations from the perspective of our public stockholders may be materially impacted.

Corporate Information

Yesway, Inc., the issuer of the Class A common stock in this offering, was incorporated as a Delaware corporation on April 23, 2021. Our corporate headquarters are located at 2301 Eagle Parkway, Fort Worth, TX 76177. Our telephone number is +1 (682) 428-2400. Our principal website address is www.yesway.com. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

After giving effect to the Transactions, including this offering, Yesway, Inc. will be a holding company whose principal asset will consist of % of the outstanding LLC Interests ~~of Parent~~, a Delaware limited liability company (or % if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).

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The Offering

Issuer

Yesway, Inc.

Shares of Class A common stock offered by us

shares.

Underwriters’ option to purchase additional shares of Class A common stock from us

shares.

Shares of Class A common stock to be outstanding immediately after this offering

Assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, shares, representing approximately % of the combined voting power of all of Yesway, Inc.’s common stock (or shares, representing approximately % of the combined voting power of all of Yesway, Inc.’s common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock), % of the economic interest in Yesway, Inc. and % of the indirect economic interest in Parent.

Shares of Class B common stock to be outstanding immediately after this offering

Shares of Class A common stock to be held by Brookwood (through the Blocker Shareholders) immediately after this offering

~~shares~~ Assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, shares representing approximately % of the of the economic interest in Yesway, Inc. (or shares, representing approximately % of the economic interest in Yesway, Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

LLC Interests to be held by us immediately after this
offering

Assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, LLC Interests, representing approximately % of the economic interest in Parent (or LLC Interests, representing approximately % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

LLC Interests to be held by Brookwood immediately after this offering

~~LLC~~ Assuming ~~Interests,~~an ~~representing~~initial ~~approximately %~~public ofoffering ~~the~~price ~~economic~~of ~~interest~~$ per ~~in Parent (or LLC Interests~~share, ~~representing~~the ~~approximately %~~midpoint of the ~~economic~~price ~~interest~~range inset ~~Parent~~forth ifon the ~~underwriters~~cover ~~exercise~~page ~~in full their option to purchase additional shares~~ of ~~Class A~~this ~~common stock).~~

~~Ratio of shares of Class A common stock to LLC Interests~~ 20

Our amended and restated certificate of incorporation and the Parent LLC Agreement will require that we and Parent at all times maintain

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aprospectus, LLC ~~one-to-one~~Interests, ~~ratio~~representing ~~between~~approximately % of the ~~number~~economic ofinterest ~~shares~~in ofParent ~~Class A~~(or LLC ~~common~~Interests, ~~stock~~representing ~~issued~~approximately % byof usthe ~~and~~economic interest in Parent if the ~~number~~underwriters ofexercise ~~LLC~~in ~~Interests~~full ~~owned~~their byoption usto purchase additional shares of Class A common stock).

Ratio of shares of Class A common stock to LLC Interests

Ratio of shares of Class B common stock to LLC Interests

Our amended and restated certificate of incorporation and the Parent LLC Agreement will require that we and Parent at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by us. Immediately after the Transactions, the Continuing Equity Owners will together own 100% of the outstanding shares of our Class B common stock.

Permitted holders of shares of Class B common stock

Only the Continuing Equity Owners and their permitted transferees as described in this prospectus will be permitted to hold shares of our Class B common stock. Shares of Class B common stock are transferable for shares of Class A common stock only together with an equal number of LLC Interests. See “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of this Offering.”

Voting rights

Holders of shares of our Class A common stock and our Class B common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law or our amended and restated certificate of incorporation. Each share of our Class A common stock entitles its holders to one vote per share and each share of our Class B common stock entitles its holders to one vote per share on all matters presented to our stockholders generally. See “Description of Capital Stock.”

Redemption rights of holders of LLC Interests

The Continuing Equity Owners may, subject to certain exceptions, from time to time at each of their options require Parent to redeem all or a portion of their LLC Interests in exchange for, at our election (as determined solely by ata ~~least~~majority ~~two~~ of our independent directors (within the meaning of the rules of the Nasdaq Stock Market) who are disinterested), newly issued shares of our Class A common stock on a one-for-one basis, or to the extent there is cash available from a ~~secondary~~private or public offering of shares of Class A common stock by the Parent following this offering, a cash payment equal to a volume weighted average market price of one share of our Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the Parent LLC Agreement; provided that, at our election (as determined solely by ata ~~least~~majority ~~two~~ of our independent directors (within the meaning of the rules of the Nasdaq Stock Market) who are disinterested), we may effect a direct exchange by Yesway, Inc. of such Class A common stock or such cash, as applicable, for such LLC Interests. The Continuing Equity Owners may, subject to certain exceptions, exercise such redemption right for as long as their LLC Interests remain outstanding. See “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of the Transactions.” Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of LLC Interests pursuant to the terms of the Parent LLC Agreement, a number of

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are disinterested), we may effect a direct exchange by Yesway, Inc. of such Class A common stock or such cash available from a private or public offering of shares of Class A common stock by the Parent following this offering, as applicable, for such LLC Interests. The Continuing Equity Owners may, subject to certain exceptions, exercise such redemption right for as long as their LLC Interests remain outstanding. See “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of the Transactions.” Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of LLC Interests pursuant to the terms of the Parent LLC Agreement, a number of shares of our Class B common stock registered in the name of the redeeming or exchanging Continuing Equity Owner will be transferred to the Company and will be cancelled for no consideration on a one-for-one basis with the number of LLC Interests so redeemed or exchanged.

Use of proceeds

We estimate, based upon an assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus), that we will receive net proceeds from this offering of approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to purchase newly issued LLC Interests (or LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from Parent at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts. ~~and~~We ~~estimated~~intend ~~offering~~to ~~expenses~~cause ~~payable by us.~~ Parent ~~intends~~ to use $ million of the net proceeds from the sale of LLC Interests to Yesway, Inc. ~~for~~to ~~general~~fully ~~corporate~~redeem ~~purposes~~the tooutstanding ~~support~~Redeemable Senior Preferred Membership Interests in connection with the ~~growth~~consummation of ~~the~~this ~~business~~offering, ~~which~~and ~~may~~the ~~include~~remainder ~~investments~~of inthe ~~store~~net ~~remodels~~proceeds, ~~raze~~if any, to pay down existing indebtedness and ~~rebuilds,~~for ~~new~~general ~~store~~corporate ~~developments~~purposes asto ~~well~~support asthe growth of the business, orincluding ~~asset~~new ~~acquisitions~~store developments. Parent will bear, or reimburse Yesway, Inc. for, all of the expenses of this offering. See “Use of Proceeds.”

Conflicts of Interest

Certain entities affiliated with Morgan Stanley & Co. LLC beneficially own more than 10% of our outstanding common stock prior to the consummation of the offering. As a result, there is a conflict of interest within the meaning of FINRA Rule 5121. Accordingly, this offering is being conducted in compliance with FINRA Rule 5121, which prohibits Morgan Stanley & Co. LLC from making sales to discretionary accounts without the prior written approval of the account holder and requires that a “qualified independent underwriter,” as defined in FINRA Rule 5121, participate in the preparation of the registration statement and exercise its usual standards of due diligence with respect thereto. J.P. Morgan Securities LLC is acting as a “qualified independent underwriter” for this offering. J.P. Morgan Securities LLC will not receive any additional fees for serving as qualified independent underwriter in connection with this offering.

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Please see “Underwriting (Conflicts of Interest)” for more information.

Dividend policy

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covenants in the agreements governing our current and future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, industry trends, and other factors that our board of directors may deem relevant. See “Dividend Policy.”

Controlled company
exception

After the consummation of the Transactions, we will be considered a “controlled company” for the purposes of the rules of the Nasdaq Stock Market as Brookwood will have more than 50% of the voting power for the election of directors. See “Principal Stockholders.” As a “controlled company,” we will not be subject to certain corporate governance requirements, including that: (1) a majority of our board of directors consists of “independent directors,” as defined under the rules of the Nasdaq Stock Market; (2) we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; (3) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (4) we perform annual performance evaluations of the nominating and corporate governance and compensation committees. As a result, we may not have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, or an entirely independent compensation committee or perform annual performance evaluations of the nominating and corporate governance and compensation committees unless and until such time as we are required to do so.

Tax receivable agreement

We will enter into a Tax Receivable Agreement with Parent, the Continuing Equity Owners and the Blocker Shareholders that will provide for the payment by Yesway, Inc. to the Continuing Equity Owners and the Blocker Shareholders of 85% of the amount of tax benefits, if any, that Yesway, Inc. actually realizes (or in some circumstances is deemed to realize) as a result of (1) Yesway, Inc.’s allocable share of the existing tax basis of Parent'’s assets, which tax basis is attributable to the LLC Interests being acquired in this offering and in the Blocker Mergers; (2) increases in Yesway, Inc.’s allocable share of the tax basis of Parent’s assets resulting from (a) future redemptions or exchanges of LLC Interests for Class A common stock or cash as described above under “—Redemption rights of holders of LLC Interests” and (b) certain distributions (or deemed distributions) by Parent; (3) Yesway, Inc.’s allocable share of the existing tax basis of Parent’s assets 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 Yesway, Inc.; (4) certain tax attributes of the Blocker Companies acquired by Yesway, Inc. in the Blocker Mergers; and (5) certain additional tax benefits arising from payments made under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” for a discussion of the Tax Receivable Agreement.

~~Registration rights agreement~~ 23

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~~common~~deemed ~~stock~~distributions) ~~that~~by ~~are~~Parent; ~~issuable~~(3) Yesway, Inc.’s allocable share of the existing tax basis of Parent’s assets 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 Yesway, Inc.; (4) certain tax attributes of the ~~Continuing~~Blocker ~~Equity~~Companies ~~Owners~~acquired by Yesway, Inc. in ~~connection~~the ~~with~~Blocker Mergers; and (5) certain additional tax benefits arising from payments made under the ~~Transactions~~Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—~~Registration~~Tax ~~Rights~~Receivable Agreement” for a discussion of the ~~Registration~~Tax ~~Rights~~Receivable Agreement.

Registration rights agreement

Pursuant to the Registration Rights Agreement (as defined elsewhere in this prospectus), we will, subject to the terms and conditions thereof, agree to register the resale of the shares of our Class A common stock that are issuable to certain of the Continuing Equity Owners in connection with the Transactions. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement” for a discussion of the Registration Rights Agreement.

Risk factors

See “Risk Factors” beginning on page 30 24 and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Class A common stock.

Trading symbol

We have applied to list our Class A common stock on the Nasdaq Stock Market under the symbol “YSWY.”

~~Reserved~~Directed share program

At our request, the underwriters have reserved for sale, at the initial public offering price, up to % of the Class A common stock offered by this prospectus for sale to some of our directors, officers, employees, business associates and related parties as well as directors, officers, employees, business associates and related parties of Brookwood, through a ~~reserved~~directed share program, or ~~Reserved~~Directed Share Program. If these persons purchase reserved shares, it will reduce the number of shares of Class A common stock available for sale to the general public. Any reserved shares of Class A common stock that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock offered by this prospectus. See “Underwriting (Conflicts of Interest)—~~Reserved~~Directed Share Program.”

Unless we indicate otherwise or the context otherwise requires, all information in this prospectus:

•

gives effect to the amendment and restatement of the Parent LLC Agreement that converts all existing ownership interests in Parent into LLC Interests, as well as the filing of our amended and restated certificate of incorporation;

•

gives effect to the other Transactions, including the consummation of this offering;

•

excludes shares of Class A common stock ~~reserved~~issuable ~~for~~upon ~~issuance~~the ~~under~~vesting ~~our~~and ~~2021~~settlement ~~Incentive~~of ~~Award~~time-based ~~Plan,~~and orperformance-based ~~2021~~restricted ~~Plan,~~stock units ~~which~~to ~~will~~be ~~become~~granted ~~effective~~under inour ~~connection~~2026 ~~with~~Plan ~~the consummation of this offering,~~ (as ~~well~~defined asbelow) ~~any~~immediately ~~shares~~following ~~that will become issuable pursuant to provisions in~~ the ~~2021~~effectiveness ~~Plan~~of ~~that automatically increase~~ the ~~share~~applicable ~~reserve~~Form ~~under~~S-8 ~~the~~registration ~~2021 Plan~~statement;

•

excludes remaining shares of Class A common stock reserved for issuance under our ~~2021~~2026 ~~Employee~~Incentive ~~Stock~~Award ~~Purchase~~ Plan, or ~~ESPP~~2026 Plan, which will become effective in connection with the consummation of this offering, as well as any shares that will become issuable pursuant to provisions in the ~~ESPP~~2026 Plan that automatically increase the share reserve under the ~~ESPP~~2026 Plan;

•

excludes shares of Class A common stock reserved for issuance under our 2026 Employee Stock Purchase Plan, or ESPP, which will become effective in connection with the consummation of

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this offering as well as any shares that will become issuable pursuant to provisions in the ESPP that automatically increase the share reserve under the ESPP;

•

assumes an initial public offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus; and

•

assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

18 Assumed Initial Public Offering Price Per Share Class A Common Stock Class B Common Stock $ $ $ $ $ $ $ $

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Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Other Data

The following tables present the summary historical consolidated financial and other data for Parent and its subsidiaries and the summary unaudited pro forma condensed consolidated financial and other data for Yesway, Inc. Parent is the predecessor of the issuer, Yesway, Inc., for financial reporting purposes. The summary consolidated ~~statement~~statements of ~~operations~~income data and statements of cash flows data for the years ended December 31, ~~2020~~2025, ~~2019~~2024 and ~~2018~~2023, and the summary consolidated balance sheet data as of December 31, ~~2020~~2025 are derived from the consolidated financial statements of Parent included elsewhere in this prospectus. The summary condensed consolidated statements of operations data and statements of cash flows data for the six months ended June 30, 2021 and 2020, and the summary condensed consolidated balance sheet data as of June 30, 2021, are derived from the unaudited condensed consolidated financial statements of Parent included elsewhere in this prospectus. The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The information set forth below should be read together with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

The summary unaudited pro forma condensed consolidated financial data of Yesway, Inc. presented below have been derived from our unaudited pro forma condensed consolidated financial information included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in “Our Organizational Structure,” including the Final Payment and the consummation of this offering, as if all such transactions had occurred on January 1, ~~2020~~2025 in the case of the unaudited pro forma condensed consolidated statements of ~~operations~~income data, and as of ~~June 30~~December 31, ~~2021~~2025 in the case of the unaudited pro forma condensed consolidated balance sheet data. The unaudited pro forma condensed consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had the Transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma condensed consolidated financial information.

The summary historical consolidated financial and other data of Yesway, Inc. ~~has~~have not been presented because Yesway, Inc. ~~is a newly incorporated entity,~~ has had no ~~business~~material transactions or activities to date ~~and had no assets or liabilities during the periods presented in this section~~.

	Yesway, Inc. Pro Forma		Parent Historical				~~Parent Historical~~
	~~Six~~Year ~~Months~~ Ended ~~June~~December 3031,~~2021~~ 2025		Year Ended December 31, ~~2020~~				~~Six Months Ended June 30,~~							~~Year Ended December 31,~~
(in millions, except per share data)			2025			2024	~~2021~~			2023	~~2020~~			~~2020~~			~~2019~~			~~2018~~
	(unaudited)						~~(unaudited)~~
Consolidated Statement of Operations:
Consolidated Statements of Income:
Revenues		$		$	2,672.6		$	$2,526.4	~~814.9~~		$	$2,534.2	~~717.5~~		$	~~1,496.1~~		$	~~560.8~~		$	~~369.1~~
Cost of goods sold									644.8				547.8			1,154.2			467.3			312.8
Expenses:
Gross profit									170.1				169.7			341.9			93.5			56.3
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)					2,091.5			2,015.9				2,053.1
Operating expenses:
Salaries and employee benefits					200.9			189.1				178.5
Salaries and employee benefits									64.8				61.7			126.6			45.5			30.0
Selling, general and administrative expenses					203.7			177.7				165.2
Selling, general and administrative									52.0				52.0			107.8			55.9			34.0
Depreciation, amortization and accretion					61.9			59.4				58.4
Depreciation, amortization and accretion									10.8				8.3			17.9			8.7			6.2
(Gain) loss on disposal of assets					(2.6)			1.4				(32.1)
Loss (gain) on sales of assets									―				―			3.0			8.5			(0.6)
Goodwill impairment					1.4			—				—
Goodwill impairment									―				―			―			―			9.6
Long-lived asset impairment					—			6.2				19.7
Gain on bargain purchase									―				―			―			―			(1.6)
Total operating expenses					2,556.8			2,449.7				2,442.8
Income from operations					115.8			76.7				91.4
Other expenses (income)
Interest expense					57.2			62.1				56.2
Impairment on equity investment					5.3			—				—
Change in fair value of derivative liability					(0.9)			(9.1)				(3.6)
Income before income tax expense					54.2			23.7				38.8

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	Yesway, Inc. Pro Forma		Parent Historical								~~Parent Historical~~
	~~Six~~Year ~~Months~~ Ended ~~June~~December 3031, ~~2021~~2025		Year Ended December 31,			~~Year Ended December 31, 2020~~					~~Six Months Ended June 30,~~								~~Year Ended December 31,~~
(in millions, except per share data)			2025					2024			~~2021~~		2023			~~2020~~			~~2020~~			~~2019~~			~~2018~~
	(unaudited)										~~(unaudited)~~
Total operating expenses													127.6					122.0			255.3			118.6			77.6
Income tax expense					0.2					0.1					0.1
Income (loss) from operations													42.5					47.7			86.6			(25.1)			(21.3)
Net income					54.0					23.6					38.7
Interest expense, net													40.1					32.2			59.9			10.4			1.2
Net income attributable to non-controlling interest					0.0					0.2					0.1
Income (loss) before income taxes													2.4					15.5			26.7			(35.5)			(22.5)
Net income attributable to Yesway, Inc.				$	54.0				$	23.4				$	38.6
Income tax expense													0.1					0.1			0.1			0.2			0.3
Pro Forma Net Income per Share Data:
Net income (loss)		$					$					$	2.3				$	15.4		$	26.6		$	(35.7)		$	(22.8)
Pro forma weighted average shares of Class A common stock outstanding:
Pro Forma Net Income per Share Data:
Basic
Pro forma weighted average shares of Class A common stock outstanding:
Diluted
Basic
Pro forma net loss available to Class A common stock per share:
Diluted
Basic
Pro forma net loss available to Class A common stock per share:
Diluted
Basic
Diluted

	Parent Historical
(in millions, except store count, fuel sales in cpg, and inside merchandise margin and fuel margin)	Six Months Ended June 30,						Year Ended December 31,
(in millions, except store count, and inside merchandise margin and fuel margin in cpg)	Year Ended December 31,
	~~2021~~2025			~~2020~~2024			~~2020~~2023			~~2019~~			~~2018~~
	(unaudited)
Selected Other Data:
Yesway			101			105			101			111			140
Total store count (end of period)(1)			448			440			428
Allsup’s			302			304			301			304			—
Fuel gallons sold by type(1)
Total store count (end of period)(1)			403			409			402			415			140
Diesel			211.8			182.0			162.5
Fuel gallons sold by type(1)
Gasoline			383.5			357.2			340.6
Diesel			47.8			36.4			100.8			42.2			28.4
Total fuel gallons sold by type			595.3			539.2			503.1
Gasoline			135.8			147.5			278.3			104.2			67.8
Fuel sales(1)		$	1,757.5		$	1,673.3		$	1,718.5
Total fuel gallons sold			183.6			183.9			379.1			146.4			96.2
Fuel sales less cost of goods sold (exclusive of depreciation and amortization) (1)		$	241.8		$	207.8		$	201.9
Fuel sales(1)		$	497.8		$	404.2		$	852.9		$	372.0		$	261.5
Fuel margin by type(1)
Fuel gross profit(1)		$	64.1		$	72.8		$	136.0		$	38.2		$	24.8
Gasoline			39.2			36.4			36.6
Fuel margin by type(1)
Diesel			43.1			42.8			47.6
Gasoline		$	0.31		$	0.39		$	0.32		$	0.24		$	0.24
Inside merchandise sales(1)		$	888.7		$	829.3		$	790.2
Diesel		$	0.45		$	0.42		$	0.47		$	0.32		$	0.31
Inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization) (1)		$	312.8		$	279.0		$	253.7
Inside merchandise sales(1)		$	308.2		$	306.9		$	628.8		$	181.5		$	102.5
Inside merchandise margin(1)			35.2%			33.6%			32.1%

	Yesway, Inc. Pro Forma		Parent Historical
(in millions)	Year Ended December 31, 2025		Year Ended December 31,
(in millions)	Year Ended December 31, 2025		2025			2024			2023
	(unaudited)		(unaudited)
Income from operations		$		$	115.8		$	76.7		$	91.4
Store Contribution(2)		$		$	248.6		$	208.4		$	209.0
Net income (loss)		$		$	54.0		$	23.6		$	38.7
Adjusted EBITDA(2)		$		$	186.9		$	149.3		$	148.3

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	~~Parent~~Yesway, ~~Historical~~Inc. Pro Forma As of			Parent Historical As of
(in millions, except store count, fuel sales in cpg, and inside merchandise margin and fuel margin)	Six Months Ended June 30,						Year Ended December 31,
(in millions)	December 31, 2025			December 31, 2025			December 31, 2024
	~~2021~~(unaudited)			~~2020~~			~~2020~~			~~2019~~			~~2018~~
	(unaudited)
Consolidated Balance Sheets:
Inside merchandise gross profit(1)		$	97.1		$	90.5		$	191.6		$	47.9		$	26.4
Cash and cash equivalents		$			$	36.6		$	32.7
Inside merchandise margin(1)			31.5%			29.5%			30.5%			26.4%			25.7%
Total assets		$			$	1,949.2		$	1,866.4
Total liabilities		$			$	1,126.4		$	1,087.9
Total redeemable senior preferred membership interests		$			$	239.6		$	203.8
Total members’ equity		$			$	583.2		$	574.7

	Yesway, Inc. Pro Forma				Parent Historical
	Six Months Ended June 30,2021		Year Ended December 31, 2020		Six Months Ended June 30,						Year Ended December 31,
(in millions)					2021			2020			2020			2019			2018
	(unaudited)				(unaudited)
Store Contribution(2)		$		$		$	76.7		$	82.4		$	159.2		$	27.7		$	10.9
Adjusted EBITDA(2)		$		$		$	57.6		$	63.6		$	118.8		$	7.6		$	(4.9)

	Yesway, Inc. Pro Forma As of June 30, 2021		Parent Historical
(in millions)			As of June 30, 2021			As of December 31, 2020
	(unaudited)
Consolidated Balance Sheet:
Cash		$		$	117.4		$	103.0
Total assets		$		$	1,241.9		$	1,220.0
Total liabilities		$		$	722.7		$	686.6
Total members’ equity		$		$	519.2		$	533.4

(1)

These key performance indicators are discussed in more detail in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Assess the Performance of Our Business.”

(2)

We use supplemental measures of our performance which are derived from our consolidated financial information but which are not presented in our consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measures include Adjusted EBITDA and Store Contribution.

Adjusted EBITDA represents, as applicable for the period, net income (loss) before change in fair value of derivative liability, interest expense, net, income tax expense ~~(benefit)~~, depreciation, amortization and accretion ~~expense~~, and further adjusted by excluding the loss (gain) on ~~sales~~disposal of assets, ~~goodwill~~long-lived asset impairment, ~~gain on bargain purchase,~~ acquisition, financing, ~~integration~~ and ~~restructuring~~integration costs~~, stock-based compensation costs and other non-recurring expenses~~. Store Contribution represents, as applicable for the period, income (loss) from operations before depreciation, amortization, and accretion, loss (gain) on ~~sales~~disposal of assets, ~~goodwill~~long-lived asset impairment, ~~gain on bargain purchase~~acquisition, ~~acquisition~~ financing, ~~integration~~ and ~~restructuring~~integration costs, ~~stock-based, other non-recurring expenses~~ and overhead expenses directly attributed to support staff and corporate offices that, while essential in supporting our store operations, are not directly related to store operations. The excluded overhead expenses include:

•

salaries and benefits: the costs associated with corporate officers, senior management and back office staff;

•

facility expenses: all costs associated with maintaining corporate offices, including rent, real estate taxes, utilities and telecommunications;

•

professional services: audit, accounting, and consulting service fees, third party legal fees, payroll processing fees for corporate payroll, and recruiting fees for corporate staff;

•

marketing and advertising costs: retainers and fees for public relations and advertising firms related to overall ~~company~~Company brand and marketing that is not directly related to a store;

•

computer software and hardware: software and hardware costs associated with corporate officers, senior management and back office staff;

•

supplies costs: costs for office supplies for corporate staff;

•

repairs and maintenance costs: costs related to supplies and equipment for corporate employees and corporate offices;

•

meetings and travel expenses: expenses associated with travel by corporate personnel and corporate meetings, trainings, and events;

•

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•

other income and expenses: costs related primarily to bank fees, equipment rental, membership dues for retail/fuel associations and charitable contributions.

We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period -to -period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this prospectus. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Additionally, Store Contribution excludes costs that we incur on an enterprise level that while essential in supporting our store operations, are not directly related to store operations, and that we believe result in efficiencies of scale and confer other benefits across our business. As a result of the exclusion of these enterprise-level expenses from our presentation of Store Contribution, our presentation of Store Contribution is not, and should not be construed as, indicative of our overall results. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for net income (loss) prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of each of Adjusted EBITDA and Store Contribution to its most directly comparable GAAP financial measure are presented below. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items.

The tables below provide reconciliations of Store Contribution to income (loss) from operations and of Adjusted EBITDA to net income (loss) on a consolidated basis for the years ended December 31, 2020, 2019 and 2018, and for the six months ended June 30, 2021 and 2020. 28

	Parent Historical
(in millions)	Six Months Ended June 30,						Year Ended December 31,
	2021			2020			2020			2019			2018
	(unaudited)
Income (loss) from operations		$	42.5		$	47.7		$	86.6		$	(25.1)		$	(21.3)
Interest expense, net			40.1			32.2			59.9			10.4			1.2
Income (loss) before income taxes			2.4			15.5			26.7			(35.5)			(22.5)
Income tax expense			0.1			0.1			0.1			0.2			0.3
Net income (loss)			2.3			15.4			26.6			(35.7)			(22.8)
Interest expense, net			40.1			32.2			59.9			10.4			1.2
Depreciation, amortization and accretion			10.8			8.3			17.9			8.7			6.2
Federal and state income taxes			0.1			0.1			0.1			0.2			0.3
Loss (gain) on sales of assets			—			—			3.0			8.5			(0.6)
Goodwill impairment			—			—			—			—			9.6
Gain on bargain purchase			—			—			—			—			(1.6)
Acquisition, financing, integration, restructuring costs, stock-based compensation costs and other non-recurring expenses			4.3			7.6			11.3			15.5			2.8
Adjusted EBITDA			57.6			63.6			118.8			7.6			(4.9)
Overhead expenses
Salaries and benefits			12.9			13.1			25.6			13.6			10.4
Facility expenses			0.8			0.6			1.2			0.9			0.7
Professional services			1.7			1.8			4.2			2.1			1.1
Marketing and advertising			0.4			0.4			1.0			0.8			0.6
Corporate software and hardware			0.6			0.2			0.8			0.3			0.3
Office supplies			0.2			0.2			1.0			0.2			0.2
Repairs and maintenance			0.1			0.2			0.8			0.1			0.1
Meetings and travel			0.6			0.8			1.2			1.2			1.6
Insurance			0.4			0.5			1.6			0.3			0.2

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	Parent Historical
(in millions)	Six Months Ended June 30,						Year Ended December 31,
	2021			2020			2020			2019			2018
	(unaudited)
Other income and expense			1.4			1.0			3.0			0.6			0.6
Total overhead expenses			19.1			18.8			40.4			20.1			15.8
Store Contribution		$	76.7		$	82.4		$	159.2		$	27.7		$	10.9

GAAP financial measure are presented below. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items.

~~Certain~~The ~~Historical~~tables ~~Allsup’s~~below ~~Information~~provide reconciliations of net income (loss) to Adjusted EBITDA and of income from operations to Store Contribution on a consolidated basis for the years ended December 31, 2025, 2024 and 2023 and pro forma for the year ended December 31, 2025.

Allsup’s results are reflected in our audited financial statements since the closing of the acquisition on November 18, 2019, and the fiscal year ended December 31, 2020 marks our first full fiscal year of operations following the Allsup’s acquisition.

	Yesway, Inc. Pro Forma		Parent Historical
	Year Ended December 31, 2025		Year Ended December 31,
(in millions)	Year Ended December 31, 2025		2025			2024			2023
	(unaudited)		(unaudited)
Net income (loss)		$		$	54.0		$	23.6		$	38.7
Change in fair value of derivative liability					(0.9)			(9.1)			(3.6)
Impairment on equity investment					(5.3)			—			—
Interest expense, net					57.2			62.1			56.2
Income tax expense					(0.2)			0.1			0.1
Income from operations					115.8			76.7			91.4
Depreciation, amortization, and accretion					61.9			59.4			58.4
(Gain) loss on disposal of assets					(2.6)			1.4			(32.1)
Goodwill impairment					1.4			—			—
Long-lived asset impairment					—			6.2			19.7
Acquisition, financing, and integration costs:
Acquisition and integration costs					6.8			3.8			7.9
Financing costs					3.7			1.8			3.0
Total acquisition, financing, and integration costs					10.5			5.6			10.9
Adjusted EBITDA		$		$	186.9		$	149.3		$	148.3
Income from operations		$		$	115.8		$	76.7		$	91.4
Depreciation, amortization, and accretion					61.9			59.4			58.4
(Gain) loss on disposal of assets					(2.6)			1.4			(32.1)
Goodwill impairment
Long-lived asset impairment					1.4			6.2			19.7
Acquisition, financing, and integration costs:
Acquisition and integration costs					6.8			3.8			7.9
Financing costs					3.7			1.8			3.0
Total acquisition, financing, and integration costs					10.5			5.6			10.9
Overhead expenses:
Salaries and benefits					41.8			39.3			38.4
Facility expenses					1.0			1.2			1.3
Professional services					7.8			7.3			7.9
Marketing and advertising					3.6			3.5			3.5
Corporate software and hardware					2.8			2.9			3.0
Supplies					0.1			0.2			0.4
Repairs and maintenance					0.7			0.5			0.3
Meetings and travel					2.0			2.5			3.2
Insurance					0.9			0.9			0.9
Other income and expense					0.9			0.8			1.8
Total overhead expenses					61.6			59.1			60.7
Store Contribution		$		$	248.6		$	208.4		$	209.0

~~The table below includes audited financial information of Allsup’s for Allsup’s fiscal year ended December~~ 29~~, 2018 and for the period from December 30, 2018 to November 17, 2019.~~

(in millions, except for percentages and cpg)	Allsup’s (Historical for the period from December 30, 2018 to November 17, 2019)			Allsup’s (Historical Fiscal Year Ended December 29, 2018)
Fuel volume (gallons)			295.9			325.6
Fuel sales		$	765.0		$	904.0
Fuel gross profit		$	90.3		$	102.5
Fuel cpg			30.5			31.5
Inside merchandise sales		$	436.4		$	480.9
Inside merchandise gross profit		$	133.3		$	145.8
Inside merchandise margin			30.5%			30.3%

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RISK FACTORS

Investing in our Class A common stock involves risks. Before deciding to invest in our Class A common stock, you should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and the related notes. The occurrence of any of the events described below could harm our business, operating results and financial condition. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business, operating results and financial condition. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

Volatility in the global prices and availability of oil and petroleum products and general economic conditions that are largely out of our control, including interest rates, can materially adversely impact our sales, financial condition and operating results.

Our operating results are significantly affected by changes in prices of fuel, variable retail margins and the market of such products. During the fiscal year ended December 31, ~~2020~~2024 and ~~the six months ended June 30~~2025, ~~2021,~~ fuel sales were approximately 5766.02% and 6165.18%, respectively, of our total revenues and fuel ~~gross~~sales ~~profit~~less cost of goods sold (exclusive of depreciation and amortization) was 3942.7% and 3743.76%, respectively, of our ~~gross~~total ~~profit~~fuel sales and inside merchandise sales less cost of goods sold (exclusive of depreciation and amortization). Crude oil and domestic wholesale fuel markets are volatile. General political conditions, acts of war or terrorism, including the current geopolitical tensions in Iran, Venezuela and Eastern Europe, instability in oil producing regions, particularly in the Middle East, Russia, Africa and South America, and the value of U.S. dollars relative to other foreign currencies, particularly those of oil producing nations, could significantly affect crude oil supplies and wholesale fuel prices. Although prices have recently increased substantially after the onset of the conflict in the Middle East involving numerous oil producing countries, there can be no assurance that prices will not experience another significant increase. The supply and price of fuel may also be impacted by hacking and ransomware attacks. For example, in May 2021, an organized crime group called DarkSide seized control of and shut down the Colonial Pipeline, a critical U.S. gasoline pipeline that supplies fuel throughout the U.S. East Coast, in a ransomware attack. Fuel supplies immediately tightened and retail prices rose around the U.S. in response to the ransomware attack. We cannot guarantee that such hacking or ransomware attacks will not occur in the future and materially affect our access to fuel supplies.

In addition, the supply of fuel and our wholesale purchase costs could be adversely affected in the event of a shortage, which could result from, among other things, the current geopolitical tensions in Iran, Venezuela and Eastern Europe, lack of capacity at oil refineries, sustained increase in global demand or the fact that our fuel contracts do not guarantee an uninterrupted, unlimited supply of fuel. Our wholesale purchase costs could also be adversely affected by increasingly stringent regulations regarding the content and characteristics of fuel products. ~~Dramatic~~Increases ~~increases~~ in wholesale oil prices ~~reduce~~typically ~~retail~~do ~~fuel~~not ~~gross~~have ~~margins,~~a ~~because~~sustained ~~wholesale~~impact ~~fuel~~on ~~costs~~retail ~~typically~~fuel ~~increase~~margins, ~~faster~~as ~~than~~ retailers are ~~able~~quick to pass ~~them~~ along increased costs to their customers;. In addition, industry shifts in the retail price of fuel wedo ~~sell generally does~~ not typically impact our ~~fuel~~ gross margins. ~~This~~on ~~volatility~~fuel, ~~makes~~as itconsumer ~~extremely~~demand ~~difficult~~for tofuel ~~predict~~is ~~the~~relatively ~~effect~~inelastic. ~~that~~Notwithstanding, ~~future~~volatility in the wholesale ~~cost~~price ~~fluctuations~~of oil or supply limitations ~~will~~could ~~have~~adversely onaffect our business, operating results, and financial condition.

Our ability to successfully manage operating costs is important because we have ~~little or~~ no influence on the sales prices or regional and worldwide consumer demand for oil and fuel. Furthermore, oil prices, wholesale fuel costs, fuel volumes, fuel margins and merchandise sales are typically subject to seasonal fluctuations. A significant decrease in consumer demand (other than typical seasonal variations) could materially affect our fuel volumes and merchandise sales, ~~motor~~ fuel ~~gross~~sales ~~profit~~less cost of goods sold (exclusive of depreciation and amortization) and overall customer traffic, which in turn could have a material adverse effect on our business, operating results and financial condition. For example, our same-store fuel gallons decreased by 9.1% in 2020 compared to 2019, due to a reduction in miles driven during the COVID-19 pandemic. The long-term impact of the COVID-19 pandemic on consumers’ driving and commuting habits remains uncertain. Despite a drop in fuel volume in 2020, our fuel gross profit and fuel margins increased compared to prior year, primarily due to the price of oil declining significantly.

Further, recessionary economic conditions, higher interest rates, higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors may affect consumer spending or buying habits, and could adversely affect the demand for products we sell at our retail sites. Unfavorable economic conditions, higher fuel prices and unemployment levels can affect consumer confidence, spending patterns and vehicle

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could adversely affect the demand for products we sell at our retail sites. Unfavorable economic conditions, higher fuel prices and unemployment levels can affect consumer confidence, spending patterns and vehicle miles driven. The U.S. economy has continued to experience inflationary pressures, which reduce consumer purchasing power. If this trend continues or increases, it could negatively impact demand and seasonal travel patterns, which could reduce future sales volumes. Any major changes in tax or trade policy between the United States and countries from which we or our suppliers source merchandise and other products for our sites, such as the imposition of additional tariffs or duties on imported products, could require us to take certain actions, including raising prices on products we sell and seeking alternative sources of supply. These factors can lead to sales declines in both fuel and general merchandise, and in turn have an adverse impact on our business, operating results and financial condition.

~~Our~~Additionally, ~~future~~higher ~~growth~~interest ~~depends~~rates oncould impair our ability to ~~successfully~~raise ~~implement~~funds in the debt capital markets and impact our ability to pass along increased costs of debt to our customers. Beginning in early 2022, in response to significant and prolonged increases in inflation, the U.S. Federal Reserve Board raised interest rates 11 times during 2022 and 2023, which increased the borrowing costs on our variable rate debt. The Federal Reserve Board then paused rate increases in the fourth quarter of 2023 following the deceleration of inflationary growth. ~~strategy~~The Federal Reserve Board cut interest rates six times between September 2024 and December 2025 and has indicated that it may continue to decrease interest rates in the near term. The timing, anumber ~~major~~and ~~part~~amount of any future interest rate changes are uncertain, and there can be no assurance that rates will continue to decrease at a rate currently predicted or at all, which ~~consists~~would ofin ~~razing~~turn negatively impact our borrowing costs. Any future federal funds rate increases could in turn make our financing activities, including those related to our acquisition activity, more costly and ~~rebuilding~~limit our ability to refinance existing debt when it matures or ~~remodeling~~cause ~~many~~us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. The interest rate associated with our Revolving Credit Facility was 6.21% as of December 31, 2025. The interest rate associated with our ~~stores~~Term Loan Facility was 7.33% as of December 31, 2025.

AOur ~~major part of our~~ growth ~~strategy~~may ~~consists~~be ofslowed ~~razing~~if ~~and~~we ~~rebuilding~~are ornot ~~otherwise~~able ~~remodeling many of our stores in order~~ to ~~improve~~maintain ~~customers’~~an ~~shopping~~adequate ~~experience~~pipeline ~~by offering high-quality, convenient and efficient facilities. Such large-scale projects entail significant risks, including shortages~~ of ~~materials~~suitable orlocations ~~skilled~~for ~~labor,~~new ~~unforeseen~~stores ~~engineering, environmental~~ and~~/or~~ ~~geological~~manage problems, work stoppages, weather interference, unanticipated cost increases and non-availability of construction equipment. We have experienced and are experiencing some delays in certain razing and rebuilding or remodeling projects on account of the ~~COVID-19~~risks ~~pandemic~~associated ~~and~~with ~~may~~new ~~experience~~store ~~similar delays in the future due to COVID-19 or other similar outbreaks of infectious diseases~~development.

~~Such~~Our ~~risks,~~growth strategy depends in ~~addition~~part on our ability to ~~potential~~continue ~~difficulties~~to inidentify ~~obtaining~~and ~~any~~secure ~~required~~attractive ~~licenses~~locations ~~and~~suitable ~~permits,~~for ~~could~~development ~~lead~~of tonew ~~significant~~stores. ~~cost~~We ~~increases~~have ~~and~~a ~~substantial~~very ~~delays~~active inreal ~~the~~estate ~~opening~~development ofteam ~~the~~that ~~rebuilt~~works orto ~~remodeled~~focus ~~stores.~~on Inour ~~addition~~key target areas to identify suitable locations for this future growth. However, ~~once~~our ~~such~~ability to open new stores ~~are~~is ~~opened,~~dependent weupon ~~may~~a ~~not~~number beof ~~able~~factors, tomany ~~achieve~~of which are beyond our ~~targeted~~control, ~~increase~~including inour ~~sales~~ability atto ~~such~~identify ~~stores.~~available ~~Accordingly~~and suitable sites, ~~there~~reach ~~can~~acceptable beagreements noregarding ~~assurance~~the ~~that~~purchase weor ~~will~~lease beof ~~able~~suitable locations, including build-to-suit ~~achieve~~leases, ~~our~~and ~~growth~~obtain ~~targets~~the byfinancing ~~successfully~~required ~~implementing~~to ~~this~~acquire ~~strategy~~and operate new stores.

~~Our~~In ~~strategic~~addition, ~~growth~~our ~~plan~~new store development entails significant risks, including shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and non-availability of construction equipment. In particular, any increase in construction and opening costs of new stores, which ~~involves~~include the ~~acquisitions~~costs of ~~other~~raw ~~stores~~materials and skilled labor and the costs associated with obtaining required licenses, permits and regulatory approvals and the effective response to any changes in local, state or federal law and regulations, may ~~not~~adversely ~~succeed.~~affect Ifour weability doto ~~not~~open ~~make~~new ~~acquisitions~~stores on ~~economically~~a ~~acceptable~~timely ~~terms~~basis or at all, ~~our~~as ~~future~~well ~~growth~~as ~~may~~the beROI ~~limited~~of our new store development. ~~Furthermore~~Price fluctuations, ~~any~~including ~~acquisitions~~due weto ~~complete~~inflation, shortages in raw materials, and changing trade policies, could substantially increase the construction and opening costs of our new stores. In addition, we are subject to ~~substantial~~government ~~risks~~regulations ~~that~~related ~~could~~to wage rates or other regulatory areas, which may result in ~~losses.~~an increase in the cost of the labor associated with building our stores or preclude us from opening new stores and executing our growth strategy, such as our near-term plan to expand in Arizona and other states.

~~Our~~There ~~strategic~~is ~~plan~~no ~~calls~~guarantee that we will be able to locate a sufficient number of suitable locations for ~~significant~~new ~~growth~~stores in ~~our~~desirable ~~business~~areas ~~over~~or ~~the~~on ~~next~~terms ~~several years~~that inare ~~select~~acceptable ~~markets~~to ~~where~~us to achieve our growth plan and we ~~are~~may ~~established~~not asbe ~~well~~able asto close the ~~expansion~~purchase, development or lease, as applicable, of ~~our~~those ~~geographic~~locations ~~footprint~~in ~~into~~a ~~new~~timely ~~markets~~fashion. ~~This~~If ~~growth~~we ~~would~~are ~~place~~unable ~~significant~~to ~~demands~~open onnew ~~our~~stores, ~~management~~or ~~team,~~if ~~systems,~~new ~~internal~~store ~~controls~~openings ~~and~~are ~~financial~~delayed ~~and~~or ~~professional~~otherwise ~~resources.~~do Asnot aoccur ~~result~~at the planned pace of growth, we ~~could~~may not be ~~required~~able to ~~incur~~continue ~~expenses~~to ~~for~~execute ~~hiring~~our ~~additional~~growth ~~qualified~~strategy, ~~personnel~~which could affect our business, ~~retaining~~financial ~~professionals~~condition toand ~~assist~~operating inresults. ~~developing~~Furthermore, to the ~~appropriate~~extent ~~control~~any ~~systems~~of ~~and~~our ~~expanding~~existing ~~our~~or ~~information~~new ~~technology~~stores ~~infrastructure.~~are Ifprospectively identified as underperforming for potential closure, we ~~are~~may ~~unable~~not be able to ~~effectively~~continue ~~manage~~to execute our growth strategy, which could affect our business, financial condition and ~~results~~operating ~~of operations could be adversely impacted~~results.

~~As part of our strategic plan for continued growth, we intend to expand our presence through acquisitions. However, we may be unable to take advantage of accretive opportunities in the event we are:~~ 31

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Our rapid growth strategy may place significant demands on our Company.

Our strategic plan calls for significant growth in our business over the next several years in select markets where we are currently established, as well as the expansion of our geographic footprint into new markets. This growth would place significant demands on our management team, systems, internal controls, and financial and professional resources. As a result, we could be required to incur expenses to hire additional qualified personnel, retain professionals to assist in developing the appropriate control systems, expand our information technology infrastructure, or in other unforeseen ways. If we are unable to effectively manage our growth, our business, financial condition, and results of operations could be adversely affected.

The failure to recruit, hire, and retain qualified personnel could materially adversely affect our business.

We are dependent on our ability to recruit, hire and retain qualified individuals to work in and manage our convenience stores in the geographic regions in which our stores are located, and our operations are subject to federal and state laws governing such matters as minimum wages, overtime, working conditions and employment eligibility requirements. Although we are not currently experiencing any material labor shortage to date, in the future we may experience difficulties in recruiting, hiring and retaining qualified personnel due to a number of factors beyond our control. In addition, economic factors, such as a decrease in unemployment rates and changing wage regulations, could have a material impact on our results of operations. Failure to continue to attract a sufficient number of individuals at reasonable compensation levels could have a material adverse effect on our business, reputation and results of operations.

Our business is dependent upon market acceptance by consumers. Changes in our merchandise offerings or the introduction of new merchandise may not meet our existing customers’ taste, may alienate some customers and may result in the failure to attract new customers, which could materially adversely affect our business.

We are substantially dependent on market acceptance of our products by consumers, our ability to change with consumer tastes, and to meet consumer needs with new products. If consumers do not accept our products, our sales could fail to grow or could decline, resulting in a reduction in our operating income or possible increases in losses. Demand for our products is also influenced by certain factors, like the popularity of certain store aesthetics, cultural and demographic trends, marketing and advertising expenditures, and general economic conditions, all of which can change rapidly and result in a quick shift in consumer demand. The success of new product introductions depends on various factors, including product selection and quality, sales and marketing efforts, and timely production. We may not always be able to respond quickly and effectively to changes in consumer taste and demand due to the amount of time and financial resources that may be required to bring new products to market. The inability to respond quickly to market changes could have an impact on our expected growth potential.

Changes to wage regulations and other employment and labor laws could have an impact on our future results of operations.

A considerable number of our employees are paid at rates related to the federal or state minimum wage. Any further increases in applicable federal, state or local minimum wage could increase our labor costs, which may adversely affect our results of operations and financial condition. Our ability to meet our labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availability of qualified persons in the workforce in the local markets in which we are located, unemployment levels within those markets, prevailing wage rates, changing demographics, health and other insurance costs and changes in employment and labor laws. Such laws related to employee hours, wages, job classification and benefits could significantly increase operating costs. In the event of increasing wage rates, if we fail to increase our wages competitively, the quality of our workforce could decline, causing our customer service to suffer, while increasing wages for our employees could cause our profit margins to decrease. If we are unable to hire and retain employees capable of meeting our business needs and expectations, our business and brand image may be impaired. Any failure to meet our staffing needs or any material increase in turnover rates of, or any required increases in wages for, our employees may adversely affect our business, results of operations and financial condition.

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Significant changes in demand for fuel-based modes of transportation and advancements in technologies, such as hybrid and electric vehicles, that significantly reduce fuel consumption related to the public’s current general approach with regard to climate change and the effects of Greenhouse Gas (“GHG”) emissions, among others, could materially adversely affect our business.

The road transportation fuel and convenience business is generally driven by consumer preferences, growth of road traffic and trends in travel and tourism. Fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis. There have been significant governmental incentives and consumer pressures to increase the use of alternative fuels in the United States. Various U.S. federal agencies regulate the fuel efficiency and permitted emissions of motor vehicles and may continue to impose increasingly stringent emission standards meant to decrease the need for fossil fuels. As a result, an increasing number of automotive, industrial and power generation manufacturers are developing more fuel-efficient engines, hybrid engines and alternative clean power systems. According to data from the EIA, electric and plug-in hybrid vehicles accounted for approximately 2.2% of all registered light-duty vehicles in the United States in 2024, up from 1.7% in 2023, and the EIA is expecting the proportion of electric vehicles to increase further in the future. The more successful and widespread these alternatives become, as a result of governmental incentives or regulations, technological advances, consumer demand, improved pricing or otherwise, the greater the potential negative impact on the demand, pricing and profitability of our fuel-based products. Furthermore, the development and adoption of autonomous driving technologies (whether powered by electricity or otherwise) may reduce customer traffic to our locations which could adversely affect our fuel sales volumes and in-store sales. Autonomous fleets may also be fueled or charged at dedicated depots rather than at retail locations, further limiting visits to our locations. A number of additional key factors could impact current customer behavior and trends with respect to road transportation and fuel consumption, including the public’s current general approach with regard to climate change and the effects of GHG emissions. Significant developments in any of the above-listed factors could lead to substantial changes in the demand for petroleum-based fuel and have a material adverse effect on our business, financial condition and results of operations.

Our expansion into new and existing markets may present increased risks, which could affect our sales and profitability.

Part of our growth strategy is to develop new stores and pursue acquisitions in both new and existing markets. If we open or acquire stores in or near markets in which we already have convenience stores, it could have a material adverse effect on sales and results of operations for our convenience stores in such markets due to the close proximity with our other convenience stores and market saturation. Existing stores could also make it more difficult to build our consumer base for a new store in the same market. Our core business strategy does not entail opening new convenience stores that we believe will materially affect sales at our existing convenience stores over the long term. However, due to brand recognition and logistical synergies, as part of our growth strategy, we also intend to open new convenience stores in areas where we have existing convenience stores. Sales cannibalization between our stores may become significant in the future as we continue to open new stores and make additional acquisitions, which could, in turn, have a material adverse effect on our business, financial condition and results of operations.

We plan to develop additional stores in markets where we have little or no operating experience. New markets may have competitive or regulatory conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees. If we do not successfully execute our plans to enter new markets, our business, operating results and financial condition could be harmed.

The current geographic concentration of our stores creates exposure to local economies, regional downturns or severe weather or catastrophic occurrences.

Our stores are primarily concentrated in Texas, New Mexico, Oklahoma, South Dakota, Iowa, Kansas, Wyoming, Missouri, and Nebraska, and we have entered into definitive agreements to dispose of all of our stores in Iowa and Kansas. As a result, our business is currently more susceptible to regional conditions than the operations of more geographically diversified competitors, and we are vulnerable to economic downturns

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in those regions. Any unforeseen events or circumstances that negatively affect these areas could materially adversely affect our revenues and profitability. These factors include, among other things, changes in demographics, population, competition, consumer preferences, new or revised laws or regulations, or hurricanes, fires, floods or other natural disasters in these regions.

We operate in a highly competitive industry.

We compete with other convenience stores, gas stations, large and small food retailers, QSRs, drug stores and dollar stores. Since all such competitors offer products and services that are very similar to those offered by us, a number of key factors determine our ability to successfully compete in the marketplace. These include the location of stores, competitive pricing, convenient access routes, the quality and configuration of stores and fueling facilities, and a high level of service. In particular, many large convenience store chains have expanded their number of locations and remodeled their existing locations in recent years, enhancing their competitive position. Furthermore, the desirability of store locations can change over time, and locations we currently view as prime may decline in relative attractiveness due to changes in customer traffic, infrastructure projects, local development trends, competitor activity or other factors. If we fail to anticipate or adjust to changes in the desirability of our locations, or if our competitors secure locations perceived as more prime, our existing stores may underperform and our results of operations could be adversely affected. In addition, some of our competitors have greater financial resources and scale than we do, which may provide them with competitive advantages in negotiating fuel and other supply arrangements. To the extent they are able to develop and expand their same-day order fulfillment capabilities, we may also face increased competition from e-commerce businesses. Our inability to successfully compete in the marketplace by continuously meeting customer requirements concerning price, quality, access, location and service level could adversely affect our business, financial condition and results of operations.

We are exposed to risks associated with the interruption of supply and increased costs as a result of our reliance on third-party supply and transportation of refined products.

We utilize key product supply and wholesale assets, including our pipeline positions and product distribution terminals, to supply our retail fueling stores. Some of our competitive advantage arises out of these arrangements which, if disrupted, would affect the prices of the fuel we purchase and, therefore, limit such competitive advantage. In addition, we could experience interruptions of supply or increases in costs to deliver refined products to market if the ability of the pipelines or vessels to transport petroleum or refined products is disrupted because of weather events, accidents, governmental regulations or third-party actions. Furthermore, at some of our locations there are very few suppliers for fuel in that market; if we experience interruptions of supply or increases in costs to deliver refined products to such locations, our business, financial condition and operating results may be adversely impacted. In addition, the cost and availability of delivery drivers may affect the ability of third-party providers to deliver fuel to our stores.

We depend on a limited number of suppliers for the majority of our gross fuel purchases and merchandise. A failure by a principal supplier to renew its supply agreement, a disruption in supply or an unexpected change in supplier relationships could have a material adverse effect on our business.

We depend on a limited number of suppliers for a substantial majority of our gross fuel purchases. Renewal and negotiation of the terms of our supplier agreements is often subject to factors beyond our control, including motor fuel prices, a supplier’s ability to pay for or accept the contracted volumes and a competitive marketplace. If any of our principal suppliers elects not to renew its contracts with us, we believe we would be able to replace the volume of fuel we purchase from such suppliers, but may be unable to do so without short-term disruption to our operations or on the same terms as we currently purchase from such supplier, which may have an adverse effect on our fuel margins.

We rely upon our suppliers to timely provide the volumes and types of motor fuels for which they contract. We purchase motor fuels from a variety of suppliers under term contracts that vary in term, pricing structure, firmness and delivery flexibility. Our fuel supply arrangements must be coordinated to ensure that motor fuels are delivered to our facilities at the times, in the quantities and otherwise in a manner that meets the needs of our portfolio and our customers.

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In times of extreme market demand or supply disruption, including due to acts of war (such as Russia’s invasion of Ukraine and the joint U.S.-Israel strikes on Iran), terrorism, hacking or ransomware attacks, we may be unable to acquire enough fuel to satisfy the demand of our customers. Factors potentially impacting fuel pricing and supply can include shifts in our principal fuel suppliers’ financial condition, operational disruptions, transportation disruptions and extreme weather events. At times, motor fuels may not be available at any price, or our suppliers may not be able to transport it to our facilities on a timely basis. Any disruption in supply or a significant change in our relationship with our principal fuel suppliers could have a material adverse effect on our business, financial condition and results of operations. For example, it is unclear how the ongoing geopolitical uncertainty in the Middle East, including the closure of the Strait of Hormuz, and Venezuela will affect fuel prices and supply in the coming months. The geopolitical tensions in Eastern Europe related to Russia’s invasion of Ukraine, which began in the first quarter of 2022, resulted in significant supply disruptions as a broad coalition of countries responded with sanctions and/or import bans associated with Russian oil and natural gas. This resulted in higher commodity prices, with an increase in the prices of oil and natural gas not seen since mid-2014. As another example, in February 2021, the United States experienced Winter Storm Uri and extreme cold temperatures in the central United States, including Texas. This severe weather event resulted in decreased demand for motor fuels for several days and negatively affected refinery utilization rates thereby impacting the broader supply chain, which took months to stabilize.

We also depend on a limited number of vendors to supply a majority of our in-store merchandise. A significant disruption or operational failure affecting the operations of any one of these vendors, or a termination or material modification of our contractual relationship with such vendors, could materially impact the availability, quality and price of products sold at our convenience stores and gas stations, cause us to incur substantial unanticipated costs and expenses, and adversely affect our business, financial condition and results of operations.

Growing our business may require additional capital.

We may need capital to continue to grow our business, based on our plan to develop new stores. Moreover, the lack of availability or access to build-to-suit leases could result in a decreased number of new stores and have a negative impact on our growth. In addition, we may be presented with opportunities that we want to pursue, and unforeseen challenges may present themselves, any of which could cause us to require additional capital. Although we expect to be able to fund some of our capital needs from available working capital, our Revolving Credit Facility and ongoing operations, the timing of available working capital and capital funding needs may not always coincide, and the levels of working capital will not fully cover planned capital funding requirements. From time to time, we may need to supplement our working capital from operations with proceeds from financing activities. If we seek to raise funds through equity or debt financing, those funds may prove to be unavailable, may only be available on terms that are not acceptable to us or may result in significant dilution to you or higher levels of leverage. If we are unable to obtain adequate financing, or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results and financial condition could be materially and adversely affected.

We may attempt to grow our business through the acquisition of other stores, though such acquisition opportunities may not be available on attractive terms or at all, or such acquisition may not result in the expected benefits to our Company.

As part of our strategic plan for continued growth, we may expand our presence through acquisitions. However, we may be unable to take advantage of accretive opportunities in the event we are:

•

unable to identify attractive acquisition opportunities or negotiate acceptable terms for acquisitions;

•

unable to reach an agreement regarding the terms of pursued acquisitions;

•

unable to raise financing for such acquisitions on economically acceptable terms; or

•

outbid by competitors.

We may face increased competition for attractive acquisition candidates, which may limit the number of acquisition opportunities available to us or lead to the payment of higher prices for our acquisitions. ~~Without successful acquisitions, our future growth rate could decline.~~ In addition, we cannot guarantee that any future acquisitions, if consummated, will result in further growth. Additionally, if we complete any future acquisitions, our capitalization and results of operations may change significantly.

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addition, we cannot guarantee that any future acquisitions, if consummated, will result in further growth. Additionally, if we complete any future acquisitions, our capitalization and results of operations may change significantly.

We may make acquisitions that we believe are beneficial, which ultimately result in negative financial consequences. Any acquisition involves potential risks, including, among other things:

•

we may not be able to successfully integrate stores we acquire;

•

we may not be able to achieve the anticipated synergies and financial improvements from a given acquisition, ~~including the Allsup’s acquisition,~~ and the amount of actual realized synergies, if any, the time, expenses and cash required to realize those synergies, and the sources of the synergies could differ materially from our estimates;

•

in the event of an acquisition of a portfolio stores, we may not be able to retain key locations from such portfolios, including due to action by governmental authorities;

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•

we may be unable to discover material liabilities of acquired stores prior to their acquisition;

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acquisitions may divert the attention of senior management from focusing on our day-to-day operations;

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financial or other penalties that may be imposed on us for any failure to comply with antitrust or similar laws or regulations;

•

we may experience a decrease in liquidity resulting from our use of a significant portion of cash available for investment or borrowing capacity to finance acquisitions; and

•

substantial investments in financial controls, information systems, management resources and human resources may be required in order to support future growth.

Our growth may be slowed if we are not able to maintain an adequate pipeline of suitable locations for new stores.

Our growth strategy depends in part on our ability to continue to identify and acquire attractive locations suitable for development of new stores including suitable locations for the development of our Allsup’s Express concept. We have a very active development group that works to focus on our key target areas to identify suitable locations for this future growth. However, if the development group is unable to locate suitable locations or is unable to close the purchase or lease of those locations in a timely fashion, we could find that we do not have sufficient land to continue to execute on our growth strategy, which could affect our business, financial condition and operating results. Our new stores development entails significant risks, including shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and non-availability of construction equipment. In addition, as we plan to develop Allsup’s Express stores on or adjacent to college campuses, we may not achieve our targeted returns on such developments due to, among other things, higher rents than anticipated due to the competitiveness of retail real estate in such locations, low demand from our target student demographic and our inability to achieve targeted levels of sales.

We may not be able to realize all anticipated synergies or operating efficiencies from our acquisition of Allsup’s or the anticipated benefits of initiatives relating to our merchandise mix.

We have identified various cost and revenue synergy targets from our acquisition of Allsup’s across store operations, fuel procurement and merchandising and marketing, among others. We also plan to expand our merchandise mix to attract new customers, drive foot traffic, grow sales and increase margins. Realizing the benefit of these synergies and broader merchandise mix is a core part of our strategy, but there is no guarantee that we will realize these synergies or profit from the expanded merchandise mix in the currently anticipated amounts or timeframe, if at all. The expected benefits from these synergies and initiatives represent management’s estimates and remain subject to risks and uncertainties. The actual benefits of these synergies and initiatives, if achieved, may be lower than what we expect and may take longer than anticipated.

The failure to recruit, hire, and retain qualified personnel could materially adversely affect our business.

We are dependent on our ability to recruit, hire and retain qualified individuals to work in and manage our convenience stores in the geographic regions in which our stores are located, and our operations are subject to federal and state laws governing such matters as minimum wages, overtime, working conditions and employment eligibility requirements. Economic factors such as a decrease in unemployment and an increase in mandatory minimum wages at the local, state and federal levels and social benefits, whether intended to be permanent or temporary, could have a material impact on our results of operations if we are required to significantly increase wages and benefits expenditures in order to attract and retain qualified personnel. For example, we experienced temporary difficulties recruiting personnel in certain regions during the COVID-19 pandemic as a result of enhanced unemployment benefits. Failure to continue to attract a sufficient number of individuals at reasonable compensation levels could have a material adverse effect on our business, reputation and results of operations.

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products, our sales could fail to grow or could decline, resulting in a reduction in our operating income or possible increases in losses. Demand for our products is also influenced by certain factors, like the popularity of certain store aesthetics, cultural and demographic trends, marketing and advertising expenditures, and general economic conditions, all of which can change rapidly and result in a quick shift in consumer demand. The success of new product introductions depends on various factors, including product selection and quality, sales and marketing efforts, and timely production. We may not always be able to respond quickly and effectively to changes in consumer taste and demand due to the amount of time and financial resources that may be required to bring new products to market. The inability to respond quickly to market changes could have an impact on our expected growth potential and the growth potential of the market.

Changes to wage regulations and other employment and labor laws could have an impact on our future results of operations.

Significant changes in demand for fuel-based modes of transportation and advancements in technologies, such as hybrid and electric vehicles, that significantly reduce fuel consumption related to the public’s current general approach with regard to climate change and the effects of greenhouse gas emissions, among others, could materially adversely affect our business.

The road transportation fuel and convenience business is generally driven by consumer preferences, growth of road traffic and trends in travel and tourism. Fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis. There have been significant governmental incentives and consumer pressures to increase the use of alternative fuels in the United States. Various U.S. federal agencies regulate the fuel efficiency and permitted emissions of motor vehicles and may continue to impose increasingly stringent emission standards meant to decrease the need for fossil fuels. As a result, an increasing number of automotive, industrial and power generation manufacturers are developing more fuel-efficient engines, hybrid engines and alternative clean power systems. In 2020, hybrid and electric vehicles accounted for approximately 2.0% of all automotive sales in the United States. The more successful and widespread these alternatives become, as a result of governmental incentives or regulations, technological advances, consumer demand, improved pricing or otherwise, the greater the potential negative impact on the demand, pricing and profitability of our fuel-based products. A number of additional key factors could impact current customer behavior and trends with respect to road transportation and fuel consumption, including the public’s current general approach with regard to climate change and the effects of greenhouse gas emissions. Significant developments in any of the above-listed factors could lead to substantial changes in the demand for petroleum-based fuel and have a material adverse effect on our business, financial condition and results of operations.

Opening new convenience stores in existing markets may negatively impact sales at our existing stores.

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term. However, due to brand recognition and logistical synergies, as part of our growth strategy, we also intend to open new convenience stores in areas where we have existing convenience stores. This could have a material adverse effect on the results of operations and same convenience store sales growth for our convenience stores in such markets due to the close proximity with our other convenience stores and market saturation. Sales cannibalization between our stores may become significant in the future as we continue to open new stores and make additional acquisitions, which could, in turn, have a material adverse effect on our business, financial condition and results of operations.

We operate in a highly competitive industry.

We compete with other convenience stores, gas stations, large and small food retailers, quick service restaurants, drug stores and dollar stores. Since all such competitors offer products and services that are very similar to those offered by us, a number of key factors determine our ability to successfully compete in the marketplace. These include the location of stores, competitive pricing, convenient access routes, the quality and configuration of stores and fueling facilities, and a high level of service. In particular, many large convenience store chains have expanded their number of locations and remodeled their existing locations in recent years, enhancing their competitive position. In addition, some of our competitors have greater financial resources and scale than us, which may provide them with competitive advantages in negotiating fuel and other supply arrangements. To the extent they are able to develop and expand their same-day order fulfillment capabilities, we may also face increased competition from e-commerce businesses. Our inability to successfully compete in the marketplace by continuously meeting customer requirements concerning price, quality and service level could adversely affect our business, financial condition and results of operations.

We are exposed to risks associated with the interruption of supply and increased costs as a result of our reliance on third-party supply and transportation of refined products.

We depend on a limited number of suppliers for the majority of our gross fuel purchases. For the year ended December 31, 2020 and the six months ended June 30, 2021, two suppliers each accounted for more than 10% of purchase volume. Renewal and negotiation of the terms of our supplier agreements is often subject to factors beyond our control, including motor fuel prices, a supplier's ability to pay for or accept the contracted volumes and a competitive marketplace. If any of our principal suppliers elects not to renew its contracts with us, we may be unable to replace the volume of fuel we currently purchase from such supplier on similar terms or at all.

In times of extreme market demand or supply disruption, including due to acts of war, terrorism, hacking or ransomware attacks, we may be unable to acquire enough fuel to satisfy the demand of our customers. Factors potentially impacting fuel pricing and supply can include shifts in our principal fuel supplier’s financial condition, operational disruptions, transportation disruptions and extreme weather events. At times, motor

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fuels may not be available at any price, or our suppliers may not be able to transport it to our facilities on a timely basis. Any disruption in supply or a significant change in our relationship with our principal fuel suppliers could have a material adverse effect on our business, financial condition and results of operations. For example, in February 2021, the U.S. experienced winter storm Uri and extreme cold temperatures in the central U.S., including Texas. This severe weather event resulted in increased demand for motor fuels impacting the broader supply chain, which took several days to stabilize.

We also depend on a limited number of vendors to supply a majority of our in-store merchandise. A significant disruption or operational failure affecting the operations of any one of these vendors could materially impact the availability, quality and price of products sold at our convenience stores and gas stations, cause us to incur substantial unanticipated costs and expenses, and adversely affect our business, financial condition and results of operations.

Growing our business may require additional capital, and if capital is not available to us, our business, operating results and financial condition may suffer.

We may need additional capital to continue to grow our business. We may be presented with opportunities that we want to pursue, and unforeseen challenges may present themselves, any of which could cause us to require additional capital. Although we expect to be able to fund all of our capital needs from available working capital, our Revolving Credit Facility and ongoing operations, the timing of available working capital and capital funding needs may not always coincide, and the levels of working capital may not fully cover capital funding requirements. From time to time, we may need to supplement our working capital from operations with proceeds from financing activities. If we seek to raise funds through equity or debt financing, those funds may prove to be unavailable, may only be available on terms that are not acceptable to us or may result in significant dilution to you or higher levels of leverage. If we are unable to obtain adequate financing, or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, operating results and financial condition could be materially and adversely affected.

Changes in credit card fees could reduce our profitability, especially on fuel.

A significant portion of our sales involve payment using credit cards. We are assessed credit card fees as a percentage of transaction amounts and not as a fixed dollar amount or percentage of our gross margins. Higher fuel prices result in higher credit card fees, and an increase in credit card use or an increase in credit card fees would have a similar effect. Therefore, credit card fees charged on fuel purchases that are more expensive as a result of higher fuel prices are not necessarily accompanied by higher gross margins. In fact, such fees may cause lower profitability. Lower income on fuel sales caused by higher credit card fees may decrease our overall profitability and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our business is subject to operational hazards and risks normally associated with the marketing of petroleum products, as well as hazards and risks relating to the physical effects of weather and climate change.

We operate in many different locations around the United States. The occurrence of an event, including but not limited to acts of nature such as tornadoes, floods and other forms of severe weather, and mechanical equipment failures, industrial accidents, fires, explosions, acts of war and intentional terrorist attacks, could result in damage to our facilities, and the resulting interruption and loss of associated revenues, environmental pollution or contamination, and personal injury, including death, for which we could be deemed to be liable, and which could subject us to substantial fines and/or claims for punitive damages and have a material adverse effect on our business, financial condition, results of operations and cash flows.

We store fuel in storage tanks at our retail sites. Our operations are subject to significant hazards and risks inherent in storing fuel. These hazards and risks include, but are not limited to, fires, explosions, spills, discharges and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, fines imposed by governmental agencies or cleanup obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others. Any such event could have a material adverse effect on our business, financial condition, results of operations and cash flows.

29Moreover, increasing concentrations of GHG in the earth’s atmosphere are expected to produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods, dramatic temperature fluctuations, and other climatic events. Such effects could adversely affect our

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Moreover, increasing concentrations of greenhouse gases in the earth’s atmosphere are expected to produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, floods, dramatic temperature fluctuations, and other climatic events. Such effects could adversely affect our facilities and operations and those of our suppliers, including the producers and suppliers of transportation fuel. Although we maintain insurance for certain of these risks, due to policy deductibles and possible coverage limits, weather-related risks are not fully insured.

Food safety concerns may have an adverse effect on our business.

Our ability to increase sales and profits depends in part on our ability to meet expectations for safe food and on our ability to manage the potential impact of food-borne illnesses and food or product safety issues that may arise in the future. Food safety events, including instances of food-borne illness, occur within the food industry from time to time and could occur in the future. Instances of food tampering, food contamination or food-borne illness, whether actual or perceived, could adversely affect our brand and reputation as well as our results of operations. Incidents involving or allegedly involving our private-label products could have an even greater effect on our brand and reputation.

Supply chain interruptions may increase costs or reduce revenues.

We depend on the effectiveness of our supply chain management to assure reliable and sufficient supply of quality products, many of which are perishable, on favorable terms. Although many of the products we sell are sourced from a variety of suppliers, certain products, such as specific Allsup’s ~~deep-friend~~branded ~~burrito~~foodservice items, have limited suppliers, which may increase our reliance on those suppliers. ~~Supply~~While we have not experienced any material supply chain interruptions to date, supply chain interruptions, including as a result of shortages and transportation issues or unexpected increases in demand, and price increases can adversely affect us as well as our suppliers ~~and franchisees~~, whose performance may have a significant impact on our results. Such shortages or disruptions could be caused by factors beyond the control of our suppliers or us. If we experience interruptions in our supply chain, or if contingency planning is not effective, our costs could increase and it could limit the availability of products that are a critical part of our offerings to customers.

Negative events or developments associated with branded motor fuel suppliers could have a material adverse impact on our revenues.

The success of our operations is dependent, in part, on the continuing favorable reputation, market value and name recognition associated with the motor fuel brands sold at our stores. An event which adversely affects the value of those brands could have a negative impact on the volumes of motor fuel we distribute, which in turn could have a material adverse effect on our business, financial condition and results of operations.

~~Business~~Any ~~disruption~~plan ~~and~~to ~~related~~raze ~~risks~~and ~~resulting~~rebuild ~~from~~certain ~~the outbreak~~ of ~~COVID-19 or other infectious diseases could in the future have a material adverse effect on~~ our stores, ~~supply~~could ~~chain~~potentially orentail ~~results~~significant ~~of operations~~risks.

~~The~~We ~~rapid~~have ~~spread~~in ofthe ~~COVID-19~~past ~~throughout~~razed ~~the~~and ~~U.S.~~rebuilt ~~led~~certain ~~federal,~~of ~~state~~our ~~and~~stores ~~local~~in ~~governments~~order to ~~take~~improve ~~significant~~customers’ ~~steps~~shopping inexperience anby ~~attempt~~offering tohigh-quality, ~~reduce~~convenient ~~exposure~~and toefficient ~~COVID-19~~facilities. ~~and~~If ~~control~~we ~~its~~choose ~~negative~~to ~~effects~~do onso ~~public~~again ~~health~~in ~~and~~ the ~~U.S.~~future, ~~economy.~~such ~~Such~~large-scale ~~governmental~~projects ~~measures~~could ~~remain~~entail ~~ongoing.~~significant ~~The~~risks, ~~ultimate~~including ~~duration~~shortages ~~and~~or ~~severity~~increased costs of ~~COVID-19~~materials ~~remain~~or ~~uncertain;~~skilled ~~however~~labor, ~~future~~unforeseen ~~surges~~engineering, inenvironmental ~~the~~and/or ~~incidence~~geological ofproblems, ~~COVID-19~~work orstoppages, ~~other~~weather ~~infectious~~interference, ~~diseases~~unanticipated ~~could~~cost ~~have~~increases ~~material~~ and ~~adverse~~non-availability ~~effects~~of onconstruction ~~our~~equipment. ~~business, such as:~~

Such risks, in addition to potential difficulties in obtaining any required licenses and permits, could lead to significant cost increases and substantial delays in the opening of the rebuilt stores. In addition, once such stores are opened, we may not be able to achieve our targeted increase in sales at such stores.

We depend on our management’s and other team members’ experience and knowledge of our business and industry; we could be adversely affected were we to lose, or experience difficulty in recruiting and retaining, any such members of our team.

We are currently managed by a group of experienced senior executives and other key team members with substantial knowledge and understanding of our business and the industry in which we operate. Our success and future growth depend largely upon the continued services of our management team, including our senior management. If, for any reason, our executives do not continue to be active in management, or if we lose such persons or other key team members, or if we fail to identify and/or recruit for current or future positions of need, our business, financial condition or results of operations could be adversely affected.

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We may not be able to protect our intellectual property adequately, which, in turn, could harm the value of our brand and adversely affect our business.

We rely on our proprietary intellectual property, including trademarks, to market, promote and sell our products in our stores. Our ability to implement our business plan successfully depends in part on our ability to build further brand recognition using our trademarks, service marks, proprietary products and other intellectual property, including our name and logos and the unique character and atmosphere of our stores, and on our ability to obtain, maintain, enforce and defend our intellectual property rights. We monitor our material trademarks and seek to protect against activities that might infringe, dilute or otherwise violate our trademarks and other intellectual property, and rely on trademark and other laws of the United States.

Effective protection of our intellectual property may be expensive and difficult to maintain, both in terms of application and registration costs as well as the costs of defending and enforcing those rights, and the process may not always be successful.

We may also be unable to prevent third parties from using our intellectual property without our authorization. Unauthorized use and misuse of our intellectual property could harm our competitive position and have a material adverse effect on our financial condition, cash flows or results of operations.

Our intellectual property and brand may be damaged in all, one or some of the markets in which we do business, by adverse events at the corporate level or by an employee or agent violating our core values and standards. Similarly, challenges or reactions to action (or inaction) or perceived action (or inaction), by us on issues such as social policies, merchandising, compliance related to social, product, labor and environmental standards or other sensitive topics, could harm our reputation. The online dissemination of negative information about our brands, including inaccurate information, could harm our reputation, business, competitive advantage and goodwill. Damage to our reputation could result in declines in customer loyalty and sales, relationships with our suppliers, business development opportunities, divert attention and resources from management, including by requiring responses to inquiries or additional regulatory scrutiny, and otherwise materially adversely affect our results. Our brands could be materially adversely affected if our public image or reputation were to be tarnished by negative publicity.

In addition, we may rely on trade secrets, including know-how and other proprietary information, to maintain our competitive position. Any disclosure, either intentional or unintentional, by our employees, distributors or vendors, or misappropriation by third parties of our trade secrets or proprietary information could enable competitors to duplicate or surpass our products, thus eroding our competitive position in our market and have a material adverse effect on our financial condition or results of operations. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, which may divert the attention of our management and other personnel, and the outcome is unpredictable. Further, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third-party, we would have no right to prevent them from using that information to compete with us.

Additionally, we cannot be certain that we do not, or will not in the future, infringe upon, or be accused of infringing upon, the intellectual property rights of third parties. From time to time, we have been subject to claims of third parties that we have infringed upon their intellectual property rights and we face the risk of such claims in the future. Even if we are successful in these proceedings, any intellectual property infringement claims against us could be costly, time-consuming, harmful to our reputation, and could divert the time and attention of our management and other personnel, or result in injunctive or other equitable relief that may require us to cease the use of intellectual property currently used in the operation of our business, develop and invest in new or alternative intellectual property or make other changes to our business practices or operations, any of which could have a material adverse effect on our financial condition, cash flows or results of operations.

With respect to any third-party intellectual property (including third-party vendor platforms) that we use or wish to use in our business (whether or not asserted against us in litigation), we may not be able to enter into or maintain licensing or other arrangements with the owner of such intellectual property, or we may not be able to enter into or maintain such arrangements at a reasonable cost or on reasonable terms.

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From time to time we are subject to consumer or other various legal proceedings which could adversely affect our business, financial condition, results of operations and cash flows.

We are involved in various litigation matters from time to time. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Moreover, our retail operations are characterized by a high volume of customer traffic and by transactions involving a wide array of product selections. These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. Consequently, we have been, and may in the future be from time to time, involved in lawsuits seeking cash settlements for alleged personal injuries, property damages and other business-related matters, as well as energy content, off-specification fuel, products liability and other legal actions in the ordinary course of our business. While these actions are generally routine in nature and incidental to the operation of our business, if our assessment of any action or actions should prove inaccurate and/or if we are unsuccessful in our defense in these litigation matters, or any other legal proceeding, we may be forced to pay damages or fines, enter into consent decrees or change our business practices, any of which could adversely affect our business, financial condition or results of operations. Further, adverse publicity about consumer or other litigation may negatively affect us, regardless of whether the allegations are true, by discouraging customers from purchasing fuel or merchandise at our retail sites.

We depend on third-party transportation providers for the transportation of all of our motor fuel. A change of providers or a significant change in our relationship with these providers could have a material adverse effect on our business.

All of the motor fuel we distribute is transported from terminals to gas stations by third-party transportation providers. Such providers may suspend, reduce or terminate their obligations to us if certain events (such as force majeure) occur. A change of key transportation providers, a disruption or cessation in services provided by such providers or a significant change in our relationship with such providers could have a material adverse effect on our business, financial condition and results of operations.

Business disruption and related risks resulting from the outbreak of infectious diseases could in the future have a material adverse effect on our stores, supply chain or results of operations.

The spread of any infectious diseases, including COVID-19, throughout the United States may lead federal, state and local governments to take significant steps in an attempt to reduce exposure to such infectious disease and control its negative effects on public health and the U.S. economy. Any future surges in the incidence of COVID-19 or other infectious diseases could have material and adverse effects on our business, such as:

•

significant decreases in fuel sales due to substantially lower customer traffic resulting from travel restrictions, social distancing measures, and more people working and studying virtually;

•

temporary or long-term disruptions to our merchandise supply chain in connection with the pandemic’s impact on our network of suppliers and distributors, significantly impacting the quality, variety and pricing of merchandise sold at our sites;

•

limitations on employee availability; and

•

changes to our competitors’ service offerings.

30We may be adversely affected if we are unable to complete the disposition of our stores in Iowa and Kansas.

We have entered into definitive agreements to dispose of all of our 29 stores in Iowa and Kansas for aggregate consideration of $17.5 million plus inventory, subject to customary closing and post-closing adjustments and for which we may permit the buyer to utilize seller financing. If the disposition is not consummated, we will not receive the expected proceeds from the transaction. Additionally, if such planned disposition in Iowa and Kansas is not consummated timely or at all, we may be subject to liability arising from our operations in those jurisdictions, including liability for fraudulent credit card transactions due to fact that our fuel dispensers at some of our stores in Iowa are not EMV- compliant, or under laws that are only applicable in those jurisdictions.

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We depend on our management’s and other team members’ experience and knowledge of our industry; we could be adversely affected were we to lose, or experience difficulty in recruiting and retaining, any such members of our team.

We are currently managed by a group of experienced senior executives and other key team members with substantial knowledge and understanding of the industry in which we operate. Our success and future growth depend largely upon the continued services of our management team. If, for any reason, our executives do not continue to be active in management, or we lose such persons, or other key team members, or we fail to identify and/or recruit for current or future positions of need, our business, financial condition or results of operations could be adversely affected.

We may not be able to protect our intellectual property adequately, which, in turn, could harm the value of our brand and adversely affect our business.

We rely on our proprietary intellectual property, including trademarks, to market, promote and sell our products in our stores. Our ability to implement our business plan successfully depends in part on our ability to build further brand recognition using our trademarks, service marks, proprietary products and other intellectual property, including our name and logos and the unique character and atmosphere of our stores, and on our ability to obtain, maintain, enforce and defend our intellectual property rights. We monitor and seek to protect against activities that might infringe, dilute or otherwise violate our trademarks and other intellectual property, and rely on trademark and other laws of the United States.

We may be unable to prevent third parties from using our intellectual property without our authorization. To the extent we cannot prevent third parties from using or we are otherwise unable to protect our intellectual property, unauthorized use and misuse of our intellectual property could harm our competitive position and have a material adverse effect on our financial condition, cash flows or results of operations.

In addition, we may rely on trade secrets, including know-how and other proprietary information, to maintain our competitive position. Any disclosure, either intentional or unintentional, by our employees, distributors or vendors, or misappropriation by third parties of our trade secrets or proprietary information could enable competitors to duplicate or surpass our products, thus eroding our competitive position in our market and have a material adverse effect on our financial condition or results of operations. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, which may divert the attention of our management and other personnel, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. Further, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third-party, we would have no right to prevent them from using that information to compete with us.

From time to time we are subject to consumer or other various legal proceedings which could adversely affect our business, financial condition, results of operations and cash flows.

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of product selections. These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. Consequently, we have been, and may in the future be from time to time, involved in lawsuits seeking cash settlements for alleged personal injuries, property damages and other business-related matters, as well as energy content, off-specification fuel, products liability and other legal actions in the ordinary course of our business. While these actions are generally routine in nature and incidental to the operation of our business, if our assessment of any action or actions should prove inaccurate and/or if we are unsuccessful in our defense in these litigation matters, or any other legal proceeding, we may be forced to pay damages or fines, enter into consent decrees or change our business practices, any of which could adversely affect our business, financial condition or results of operations. Further, adverse publicity about consumer or other litigation may negatively affect us, regardless of whether the allegations are true, by discouraging customers from purchasing fuel or merchandise at our retail sites.

We may be held liable for fraudulent credit card transactions on our fuel dispensers.

Europay, MasterCard and Visa, or EMV, is a global standard for credit cards that uses computer chips to authenticate and secure chip-card transactions. The liability for fraudulent credit card transactions shifted from the credit card processor to us in October 2015 for transactions processed inside the convenience stores and in April 2021 for transactions at our fuel dispensers, unless we are EMV-compliant. We have upgraded all of our inside point-of-sale machines to be EMV-compliant, and we are upgrading our fuel dispensers to be EMV-compliant, with approximately 95% of retail locations completed as of August 31, 2021. We do not expect to upgrade the remaining sites prior to the end of 2021 and accordingly, may be subject to liability for fraudulent credit card transactions processed at these locations.

Risks Related to Government Regulation

The retail sale, distribution and storage of motor fuels is subject to environmental protection and operational safety laws and regulations that may expose us or our customers to significant costs and liabilities, which could have a material adverse effect on our business.

We and our facilities and operations are subject to various federal, state and local environmental, health and safety laws and regulations. These laws and regulations continue to evolve and are expected to increase in both number and complexity over time and govern not only the manner in which we conduct our operations, but also the products we sell. For example, international agreements and national, regional, and state legislation and regulatory measures that aim to limit or reduce ~~greenhouse~~GHG ~~gas~~ emissions or otherwise address climate change are currently in various stages of implementation. ~~There~~Increasingly ~~are inherent risks that increasingly~~ restrictive environmental and other ~~regulation~~regulations may present risks that could materially impact our business, financial condition or results of operations. Most of the costs of complying with existing laws and regulations pertaining to our operations and products are embedded in the normal costs of doing business. However, it is not possible to predict with certainty the number of additional investments in new or existing technology or facilities, or ~~the~~potential ~~amounts of~~ increased future operating costs to ~~be incurred in the future, to~~ prevent, control, reduce or eliminate releases of hazardous materials, ~~other~~ pollutants or ~~greenhouse~~GHGs ~~gases~~ into the environment; remediate and restore areas damaged by prior releases of hazardous materials; or comply with new or changed environmental laws and/or regulations. Accidental leaks and spills requiring cleanup may occur in the ordinary course of business. We may incur expenses for corrective actions or environmental investigations at various-owned and previously‑-owned facilities, leased or previously leased facilities or at third-party-owned waste disposal sites ~~used by us~~. An obligation may arise when operations are closed, orportions ~~sold~~of orour atbusiness ~~non-company~~are ~~sites~~sold, or where ~~company~~Company products have been handled or disposed of at non-Company sites. Expenditures to fulfill these obligations may relate to facilities and sites where past operations followed practices and procedures that were considered acceptable at the time but may require investigative work, remedial work, or both to meet current or future standards.

32We do not physically transport any motor fuels. Rather, third-party transporters distribute the motor fuels. The transportation of motor fuels by third-party transporters, as well as the associated storage of such fuels at locations including convenience stores, are subject to various federal, state and local environmental laws and regulations, including those relating to ownership and operation of underground storage tanks, the release or discharge of regulated materials into the air, water and soil, the generation, storage, handling, use, transportation and disposal of hazardous materials, the exposure of persons to regulated materials, and the health and safety of employees dedicated to such transportation and storage activities. These laws and regulations may impose numerous obligations and restrictions that are applicable to motor fuels transportation and storage and other related activities, including the acquisition of, or applications for, permits, licenses, or other approvals before conducting regulated activities; restrictions on the quality and labeling of the motor fuels that may be sold; restrictions on the types, quantities and concentration of materials that may be released into the environment; required capital expenditures to comply with pollution control requirements; and imposition of substantial liabilities for pollution or non-compliance resulting from these activities. Numerous governmental authorities, such as the EPA, and comparable state agencies, have the power to monitor and enforce compliance with these laws and regulations, as well as the permits, licenses and approvals issued under them, including fines, which can result in increased pollution control equipment costs or other actions. Failure to comply with these existing laws and regulations, or any newly adopted laws or regulations, may trigger administrative, civil or criminal enforcement measures, including the assessment of monetary penalties or other sanctions, the imposition of investigative, remedial or corrective action obligations, the imposition of additional compliance requirements on certain operations or the issuance of orders enjoining certain operations. The violation of our obligations under environmental laws may also result in private party litigation against us, including for personal injury and property damage. Moreover, environmental regulations often create more restrictions and limitations on activities that may adversely affect the environment, the occurrence of which may result in increased costs of compliance.

Where releases of motor fuels, substances or wastes have occurred, federal and state laws and regulations require that contamination caused by such releases be assessed and remediated to meet applicable clean-up standards. Certain environmental laws impose strict, joint and several liability for costs required to clean up and restore sites where motor fuels or other waste products have been disposed or otherwise released. We therefore could be required to conduct investigations and cleanups of soil or groundwater contamination even

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~~sites~~if ~~where~~the ~~past~~releases ~~operations~~were ~~followed~~caused ~~practices~~by ~~and~~third ~~procedures~~parties ~~that~~such ~~were~~as ~~considered~~former ~~acceptable~~owners ator operators. We could also be required to pay for the ~~time~~full ~~but~~cost ~~may~~of ~~require~~cleaning ~~investigative~~up orcontamination ~~remedial~~even ~~work~~if third parties contributed to the contamination but were unable or ~~both~~unwilling to ~~meet~~pay ~~current~~their share. The costs associated with the investigation and remediation of contamination, as well as any associated third-party claims for damages or ~~future~~to ~~standards~~impose corrective action obligations, could be substantial and could have a material adverse effect on us.

We do not physically transport any of the motor fuels. Rather, third-party transporters distribute the motor fuels. The transportation of motor fuels by third-party transporters, as well as the associated storage of such fuels at locations including convenience stores, are subject to various federal, state and local environmental laws and regulations, including those relating to ownership and operation of underground storage tanks, the release or discharge of regulated materials into the air, water and soil, the generation, storage, handling, use, transportation and disposal of hazardous materials, the exposure of persons to regulated materials, and the health and safety of employees dedicated to such transportation and storage activities. These laws and regulations may impose numerous obligations and restrictions that are applicable to motor fuels transportation and storage and other related activities, including acquisition of, or applications for, permits, licenses, or other approvals before conducting regulated activities; restrictions on the quality and labeling of the motor fuels that may be sold; restrictions on the types, quantities and concentration of materials that may be released into the environment; required capital expenditures to comply with pollution control requirements; and imposition of substantial liabilities for pollution or non-compliance resulting from these activities. Numerous governmental authorities, such as the EPA, and analogous state agencies, have the power to monitor and enforce compliance with these laws and regulations and the permits, licenses and approvals issued under them, including fines, which can result in increased pollution control equipment costs or other actions. Failure to comply with these existing laws and regulations, or any newly adopted laws or regulations, may trigger administrative, civil or criminal enforcement measures, including the assessment of monetary penalties or other sanctions, the imposition of investigative, remedial or corrective action obligations, the imposition of additional compliance requirements on certain operations or the issuance of orders enjoining certain operations. The violation of or liabilities under environmental laws may also result in private party litigation against us, including for personal injury and property damage. Moreover, the trend in environmental regulation is for more restrictions and limitations on activities that may adversely affect the environment, the occurrence of which may result in increased costs of compliance.

Where releases of motor fuels or other substances or wastes have occurred, federal and state laws and regulations require that contamination caused by such releases be assessed and remediated to meet applicable clean-up standards. Certain environmental laws impose strict, joint and several liability for costs required to clean up and restore sites where motor fuels or other waste products have been disposed or otherwise released. We therefore could be required to conduct investigations and cleanups of soil or groundwater contamination even if the releases were caused by third parties such as former owners or operators. We could also be required to pay for all of the costs of cleaning up contamination even if third parties contributed to the contamination but were unable or unwilling to pay their share. The costs associated with the investigation and remediation of contamination, as well as any associated third-party claims for damages or to impose corrective action obligations, could be substantial and could have a material adverse effect on us or our customers who transport motor fuels or own or operate convenience stores or other facilities where motor fuels are stored.

For more information on potential risks arising from environmental and occupational safety and health laws and regulations, please see “Business—Government Regulation and Compliance.”

Future tobacco legislation, potential court rulings affecting the tobacco industry, campaigns to discourage smoking, increases in tobacco and nicotine products taxes and wholesale cost increases of tobacco and nicotine products could have a material adverse impact on our retail operating revenues and gross margin which could adversely affect our business, financial condition and results of operations.

Sales of tobacco and nicotine products ~~have historically~~ accounted for ~~an important portion of our total sales of convenience store and accounted for~~ approximately 116.49% and 106.17% of our total ~~net~~revenues ~~sales~~ and 2621.80% and 2620.71% of total inside merchandise sales for the fiscal year ended December 31, ~~2020~~2024 and ~~the six months ended June 30~~2025, ~~2021,~~ respectively. Actions by the U.S. Food and Drug Administration (“FDA”) and other federal, state or local agencies or governments may impact the acceptability of or access to tobacco and nicotine products, limit consumer choice as to tobacco and nicotine products, delay or prevent the launch of new or modified tobacco and nicotine products, require the recall or other removal of tobacco and nicotine products from the marketplace, restrict communications to ~~tobacco~~ consumers, restrict the ability to differentiate among different types of tobacco and nicotine products, or restrict or prevent the use of specified tobacco or nicotine products in certain of our locations or the sale of ~~tobacco~~such products by certain or our stores. ~~For~~Significant increases in wholesale cigarette costs and tax increases on tobacco and nicotine products, as well as future legislation, potential rulings in court cases impacting the tobacco industry, and national and local campaigns to discourage smoking in the United States, may also have an adverse effect on the demand for tobacco and nicotine products, and therefore reduce our revenues and profits. Also, increasing regulations, including those for e-cigarettes and vapor products could offset some of the recent gains we have experienced from selling these products. If such efforts are successful, it could have a further negative impact on our sales of tobacco and nicotine products. These factors could materially and adversely affect our retail price of cigarettes, tobacco unit volume and sales, merchandise gross margin and overall customer traffic, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

33Currently, major cigarette manufacturers offer substantial rebates to retailers. We include these rebates as a component of our gross margin. In the event these rebates are no longer offered, or decreased, our profit from cigarette sales will decrease accordingly. In addition, reduced retail display allowances on cigarettes offered by cigarette manufacturers could negatively affect sales or gross margins. These factors could materially affect our retail price of cigarettes, cigarette unit volume and revenues, merchandise gross margin and overall customer traffic, which could in turn have a material adverse effect on our business, financial condition, results of operations and cash flows.

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example, in 2020, the FDA issued a statement effectively banning certain unauthorized electronic nicotine delivery system products containing flavors other than tobacco or menthol. Significant increases in wholesale cigarette costs and tax increases on tobacco products, as well as future legislation, potential rulings in court cases impacting the tobacco industry, and national and local campaigns to discourage smoking in the United States, may also have an adverse effect on the demand for tobacco products, and therefore reduce our revenues and profits. Also, increasing regulations, including those for e-cigarettes and vapor products could offset some of the recent gains we have experienced from selling these products. If such efforts are successful, it could have a further negative impact on our tobacco sales. These factors could materially and adversely affect our retail price of cigarettes, tobacco unit volume and sales, merchandise gross margin and overall customer traffic. Reduced sales of tobacco products or smaller gross margins on the sales we make could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Currently, major cigarette manufacturers offer substantial rebates to retailers. We include these rebates as a component of our gross margin. In the event these rebates are no longer offered, or decreased, our profit from cigarette sales will decrease accordingly. In addition, reduced retail display allowances on cigarettes offered by cigarette manufacturers could negatively affect gross margins. These factors could materially affect our retail price of cigarettes, cigarette unit volume and revenues, merchandise gross margin and overall customer traffic, which could in turn have a material adverse effect on our business, financial condition, results of operations and cash flows.

Failure to comply with applicable laws and regulations could result in liabilities, penalties, costs, or license suspension or revocation that could have a material adverse effect on our business.

Our operations are subject to numerous federal, state and local laws and regulations, including regulations related to the sale of alcohol, tobacco, nicotine products, cannabidiol and cannabidiol-like products, lottery/ lotto products, other age-restricted products, operation of gaming machines, various food safety and product quality requirements, environmental laws and regulations, and various employment and tax laws.

Our violation of, or inability to comply with, state laws and regulations concerning the sale of alcohol, tobacco, nicotine products, lottery/lotto products, other age-restricted products and operation of gaming machines could expose us to regulatory sanctions ranging from monetary fines to the revocation or suspension of our permits and licenses for the sale of such products. Such regulatory action could adversely affect our business, financial condition and results of operations. To the extent we are not able to provide ~~such~~ information necessary to comply because owners of our stock do not provide the ~~necessary~~requisite documentation ~~to comply~~, we may have those licenses suspended or revoked. In addition, in certain jurisdictions where we operate, the licenses for the sale of alcoholic beverages are costly and changes in the applicable state law and regulations may result in a devaluation of the licenses we currently own.

Our cannabidiol offerings currently include supplements, topicals, shots, confectionery, smoking and packaged beverages. The effect of existing or future federal and state government regulations on cannabidiol and cannabidiol-like products is not known at this time. The FDA has deemed marketing food to which cannabidiol has been added, or labeling cannabidiol as a dietary supplement, to be impermissible. The FDA is continuing to assess potential pathways available for various types of cannabidiol and cannabidiol-like products to be lawfully marketed. The FDA has thus far limited its enforcement actions regarding cannabidiol sellers to actions involving the impermissible use of medical or therapeutic claims for cannabidiol and cannabidiol-like products. Should the FDA change its enforcement policies regarding cannabidiol and cannabidiol-like products and begin broader enforcement actions against all sellers of products containing cannabidiol, we would be forced to take corrective actions or make changes to our offerings. In addition, we cannot predict the form and content of future FDA regulations regarding cannabidiol and cannabidiol-like products. Should the FDA adopt a legal framework for the marketing of cannabidiol and cannabidiol-like products, the requirements of its new regulations may be costly or burdensome such that we may decide to remove cannabidiol and cannabidiol-like products from our offerings. In addition, as a result of the conflicting views between state legislatures and the federal government regarding cannabis, sellers of cannabidiol and cannabidiol-like products in the U.S. are subject to inconsistent laws and regulations. Local, state and federal cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with on-going compliance or require us to alter our offerings. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine 41

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Our cannabidiol offerings currently include supplements, topicals, shots, confectionery, smoking and packaged beverages. The effect of existing or future federal and state government regulations on cannabidiol and cannabidiol-like products is not known at this time. The FDA has deemed ingestible products like food or dietary supplements containing cannabidiol to be impermissible. The FDA has been assessing potential pathways available for various types of cannabidiol and cannabidiol-like products marketed as foods and dietary supplements, but has concluded that the existing regulatory framework for foods and dietary supplements is not appropriate for these products and that a new regulatory pathway for cannabidiol-containing products is required to manage the safety risks. The FDA has thus far largely limited its actions against cannabidiol sellers to those where the products claimed medical or therapeutic uses for cannabidiol and cannabidiol-like products. Should the FDA change its enforcement policies regarding cannabidiol and cannabidiol-like products and begin broader enforcement actions against all sellers of products containing cannabidiol, we would be forced to take corrective actions or make changes to our offerings. In addition, we cannot predict the form and content of future FDA regulations or federal, state, or local legislation regarding cannabidiol and cannabidiol-like products. Should the FDA or other regulator, or Congress, adopt a legal framework for the marketing of cannabidiol and cannabidiol-like products, the requirements of its new regulations may be costly or burdensome such that we may decide to remove cannabidiol and cannabidiol-like products from our offerings. In addition, as a result of the conflicting views between state legislatures and the federal government regarding cannabis, sellers of cannabidiol and cannabidiol-like products in the United States are subject to inconsistent laws and regulations. Local, state and federal cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with ongoing compliance or require us to alter our offerings. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional legislation, governmental regulations or administrative policies and procedures, when and if enacted or promulgated, could have on our business.

Regulations related to wages also affect our business. Any appreciable increase in the statutory minimum wage or changes in overtime rules would result in an increase in our labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums, could adversely affect our business, financial condition, results of operations and cash flows. Additionally, even if none of our employees are currently represented by labor unions, any future unionization of our workforce may result in the negotiation of collective bargaining agreements which may include terms that are not favorable to us. Any strike, work stoppage or other dispute with our employees or those of third parties who provide us services could have a material adverse effect on our results of operations and cash flows.

Our business, particularly the operation of gas stations, and the storage and transportation of fuel products, is directly affected by numerous environmental laws and regulations in the United States pertaining, in particular, to the quality of fuel products, the handling and disposal of hazardous wastes and the prevention and remediation of environmental contaminations. Such laws and regulations are constantly evolving and have generally become more stringent over time. Our compliance with such evolving regulation requires significant and continuously increasing capital expenditures. Our business may also be indirectly affected by the adoption of environmental laws and regulations intended to address global climate change by limiting carbon emissions and introducing more stringent requirements for the exploration, drilling and transportation of crude oil and petroleum products. Increasingly wide-spread implementation of such laws and regulations may lead to a significant increase in the cost of petroleum-based fuels and, in turn, lower demand for road transportation fuel. Our failure to comply with applicable environmental laws and regulations, or a significant contamination at one of our sites requiring remediation of contaminated soil and groundwater on a large scale, could expose us to substantial fines and penalties, as well as administrative, civil and criminal charges, all of which could have a material adverse effect on our business, reputation, financial condition and results of operations.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, fuel excise taxes, sales and use taxes, payroll taxes, franchise taxes, property taxes and tobacco taxes. Many of these tax liabilities are subject to periodic audits by the respective taxing authorities. Substantial changes or reforms in the current tax regime could result in increased tax expenses and potentially have a material adverse effect on our financial condition and results of operations.

Any changes in the laws or regulations described above that are adverse to us and our stores could affect our operating and financial performance. In addition, new regulations are proposed from time to time which, if adopted, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Compliance with and changes in tax laws could adversely affect our performance.

We are subject to extensive tax liabilities imposed by multiple jurisdictions, including income taxes, indirect taxes (excise/duty, sales/use and gross receipts taxes), payroll taxes, franchise taxes, withholding taxes and ad valorem taxes. Tax laws and regulations are dynamic and subject to change as new laws are passed and new interpretations of existing laws are issued and applied. This activity could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties which could have a material adverse effect on our reputation, business, results of operations and financial condition.

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valorem taxes. Tax laws and regulations are dynamic and subject to change as new laws are passed and new interpretations of existing laws are issued and applied. This activity could result in increased expenditures for tax liabilities in the future. Many of these liabilities are subject to periodic audits by the respective taxing authority. Subsequent changes to our tax liabilities as a result of these audits may subject us to interest and penalties which could have a material adverse effect on our reputation, business, results of operations and financial condition.

Risks Related to Data Privacy and Information Technology

We and our third-party providers rely significantly on the use of information technology and are exposed to cybersecurity risks and incidents. ~~Significant~~Any significant disruptions of our information technology systems or breaches of our data security could result in damage to our brand and reputation, material financial penalties, and legal liability, which could in turn materially adversely affect our business.

We increasingly rely on multiple information technology systems, hardware, software, online sites, networks, and a number of third-party vendor platforms (collectively, “IT Systems”) in order to run and manage our daily ~~operations.~~internal ~~Such IT Systems are an essential component of our business~~ and ~~growth~~external ~~strategies~~operations. ~~as they allow us to manage various aspects of~~

35Such IT Systems are an essential component of our business and growth strategies as they allow us to manage various aspects of our business and to provide reliable analytical information to our management. The future operation, success and growth of our business depends on information systems, communications systems, internet activity and other network processes. We and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including information about individuals, as well as proprietary information belonging to our business (collectively, “Confidential Information”).

Like most companies, despite our current security measures, our IT Systems and Confidential Information, and those of our third-party vendors and service providers, may be vulnerable to, among other things, damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunications services, physical and electronic loss of access to data and information, acts of vandalism, terrorist attacks, hackers, security breaches or other security incidents, and computer viruses or attacks, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services. We have technology security initiatives and disaster recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequately designed or implemented to ensure that our operations are not disrupted or that data security breaches do not occur. A serious, long-lasting disruption of our IT Systems or those of our third-party providers could lead to the breakdown of critical operations and financial reporting systems, and have a material adverse effect on our business, reputation, financial condition and results of operation.

As a fuel and merchandise retailer, we and certain of our third-party providers, receive, maintain, and transmit large amounts of data, including credit and debit card information from customers; in addition, we collect and store on our network Personal Information (as defined below), Confidential Information, and other sensitive information concerning our employees, business partners and vendors. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks which may remain undetected until after they occur. Individuals able to circumvent our security measures may misappropriate Confidential Information or Personal Information held by or on behalf of us, disrupt our operations, damage our computers, or otherwise damage our business. In addition, we may need to expend significant resources to protect against security breaches or mitigate the impact of any such breaches, including potential liability that may not be limited to the amounts covered by our insurance.

Any breakdown or breach of our IT Systems could result in the unauthorized release of such Personal Information, Confidential Information, and sensitive information. Although we have invested in measures to reduce these risks, we cannot guarantee that such measures will be successful in preventing compromise and/or disruption of our IT Systems and related Confidential Information. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be

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fully implemented, complied with or effective in protecting our ~~business~~IT Systems and toConfidential ~~provide~~Information. ~~reliable~~Further, ~~analytical~~because ~~information~~our toservices are integrated with our ~~management.~~partners’ ~~The~~systems ~~future~~and ~~operation~~processes, ~~success~~any circumvention or failure of our cybersecurity defenses or measures could compromise the confidentiality, integrity, and ~~growth~~availability of our partners’ own IT Systems and/or Confidential Information as well. Despite our existing security procedures and controls, if our network was compromised, it could give rise to unwanted media attention, materially damage our customer relationships, harm our business, ~~depends~~reputation, onresults ~~information~~of ~~systems~~operations, ~~communications~~cash ~~systems~~flows and financial condition, ~~internet~~result ~~activity~~in fines or litigation, and ~~other~~may ~~network~~increase ~~processes~~the costs we incur to protect against such information security breaches, such as increased investment in technology and the costs of compliance with applicable laws.

~~Like~~Security ~~most~~breaches ~~companies,~~could ~~despite~~also ~~our~~expose ~~current~~us ~~security~~to ~~measures,~~liability ~~our~~under ITvarious ~~Systems,~~laws and ~~those~~regulations ofacross ~~our~~jurisdictions ~~third-party~~and ~~service~~increase ~~providers,~~the ~~may~~risk beof ~~vulnerable~~litigation and governmental investigation. Due to, ~~among~~concerns ~~other~~about ~~things,~~data ~~damage~~security and ~~interruption~~integrity, ~~from~~a ~~power~~growing ~~loss~~number orof ~~natural~~legislative ~~disasters,~~and ~~computer~~regulatory ~~system~~bodies ~~and~~have ~~network~~adopted ~~failures,~~breach ~~loss~~notification ofand ~~telecommunications~~other ~~services,~~requirements ~~physical~~in ~~and~~the ~~electronic~~event ~~loss~~that ofinformation ~~access~~subject to ~~data~~such ~~and~~laws ~~information,~~is ~~acts~~accessed ofby ~~vandalism,~~unauthorized ~~terrorist~~persons ~~attacks~~and additional regulations regarding the use, ~~hackers~~access, accuracy and security ~~breaches~~of orsuch ~~other~~data ~~security~~are ~~incidents,~~possible. ~~and~~In ~~computer~~the ~~viruses~~United orStates, ~~attacks.~~we Weare ~~have~~subject ~~technology~~to ~~security~~laws ~~initiatives~~in all states and ~~disaster~~numerous ~~recovery~~territories ~~plans~~that inrequire ~~place~~notification. toComplying ~~mitigate~~with ~~our~~such ~~risk~~numerous toand ~~these~~complex ~~vulnerabilities,~~regulations ~~but~~in ~~these~~the ~~measures~~event ~~may~~of ~~not~~unauthorized access would be ~~adequately~~expensive ~~designed~~and difficult, and failure or ~~implemented~~perceived failure to ~~ensure~~comply ~~that~~with ~~our~~these ~~operations~~regulations ~~are~~could ~~not~~subject ~~disrupted~~us orto ~~that~~regulatory ~~data~~scrutiny, ~~security~~negative ~~breaches~~publicity doand ~~not~~additional ~~occur~~liability. AAs ~~serious~~we expand our operations, ~~long-lasting~~we ~~disruption~~may ofalso ~~our~~assume ITliabilities ~~Systems~~for ~~could~~breaches ~~lead~~experienced toby the ~~breakdown~~companies ofwe ~~critical~~acquire. ~~operations~~And ~~and~~any ~~financial~~failure ~~reporting~~by ~~systems,~~such ~~and~~third ~~have~~party, aor ~~material~~any ~~adverse~~other ~~effect~~entity onin our ~~business~~collective supply chain, ~~reputation~~to prevent or mitigate security breaches or improper access to, ~~financial~~or ~~condition~~use, ~~and~~acquisition, ~~results~~disclosure, alteration, or destruction of, ~~operation~~such information could have similar adverse consequences for us.

AsThe acosts ~~fuel~~of ~~and~~mitigating ~~merchandise~~cybersecurity ~~retailer,~~risks weare ~~receive~~significant and ~~transmit~~are ~~large~~likely ~~amounts~~to ofincrease ~~data,~~in ~~including~~the ~~credit~~future. ~~and~~These ~~debit~~costs ~~card information from customers; in addition~~include, webut ~~collect~~are ~~and~~not ~~store~~limited onto: ~~our~~retaining ~~network~~the ~~personal~~services ~~data~~of ~~and~~cybersecurity ~~other~~providers; ~~sensitive~~compliance ~~information~~costs ~~concerning~~arising ~~our~~out ~~employees,~~of ~~business~~existing ~~partners~~ and ~~vendors.~~future ~~Hackers~~cybersecurity, ~~and~~ data ~~thieves~~protection ~~are~~and ~~increasingly~~privacy ~~sophisticated~~laws and ~~operate~~regulations; ~~large-scale~~ and ~~complex~~costs ~~automated~~related ~~attacks~~to ~~which~~maintaining ~~may~~redundant ~~remain~~networks, ~~undetected~~data ~~until~~backups ~~after~~and ~~they~~other ~~occur~~damage-mitigation measures. AsWhile awe ~~fuel~~maintain ~~and~~cyber ~~merchandise~~liability ~~retailer,~~insurance wethat ~~collect~~provides ~~and~~both ~~store~~third-party ~~large~~liability ~~amounts~~and offirst-party ~~data~~insurance oncoverages, our ~~network,~~insurance ~~including~~may ~~credit~~not ~~and~~be ~~debit~~sufficient ~~card~~to ~~information,~~protect ~~from~~against ~~customers~~all ~~and~~losses ~~other~~we ~~sensitive~~may ~~information~~incur ~~concerning~~if ~~our~~we ~~employees,~~suffer ~~business~~significant ~~partners~~or ~~and~~multiple ~~vendors~~attacks.

~~Any~~We ~~breakdown~~are orsubject ~~breach of our IT Systems could result in the unauthorized release of such personal and sensitive information. Although we have invested in measures~~ to ~~reduce~~evolving ~~these~~laws, ~~risks~~regulations, itstandards, ~~cannot guarantee that such measures will be successful in preventing compromise~~ and~~/or~~ ~~disruption~~contractual ofobligations ~~our IT Systems and~~ related to data. ~~Despite~~privacy ~~our~~and ~~existing~~ security ~~procedures~~regulations, and ~~controls,~~any ifactual ~~our~~or ~~network~~perceived ~~was~~failure ~~compromised, it could give rise~~ to ~~unwanted~~comply ~~media~~with ~~attention,~~such ~~materially~~obligations ~~damage~~could ~~our customer relationships,~~ harm our ~~business,~~ reputation, ~~results~~subject ofus ~~operations,~~to ~~cash~~significant ~~flows~~fines and ~~financial condition~~liability, ~~result in fines~~ or ~~litigation,~~otherwise ~~and~~adversely ~~may~~affect ~~increase~~our ~~the costs we incur to protect against such information security breaches, such as increased investment in technology the costs of compliance with applicable laws~~business.

~~The~~In ~~costs~~connection ofwith ~~mitigating~~running ~~cybersecurity~~our ~~risks~~business, ~~are~~we ~~significant~~receive, store, use, transmit and ~~are~~otherwise ~~likely~~process large amounts of information that relates to ~~increase~~individuals inand/or ~~the~~constitutes ~~future.~~“personal ~~These~~data,” ~~costs~~“personal ~~include~~information,” ~~but~~“personally ~~are~~identifiable ~~not~~information,” ~~limited~~or tosimilar terms under applicable data privacy laws (collectively “Personal Information”), ~~retaining~~including ~~the~~credit ~~services~~and ofdebit ~~cybersecurity~~card ~~providers~~information, from customers; ~~compliance~~in ~~costs~~addition, ~~arising~~we ~~out~~collect ofand ~~existing~~store on our network Personal Information and ~~future~~other ~~cybersecurity~~sensitive information concerning our employees, ~~data~~business ~~protection~~partners and ~~privacy~~vendors. As such, we and our vendors are subject to or affected by a number of federal, state and local laws and regulations;, as well as contractual obligations and ~~costs~~industry ~~related~~standards and other requirements, that apply generally to ~~maintaining~~the ~~redundant~~handling ~~networks,~~of ~~data~~Personal ~~backups~~Information, and ~~other~~those ~~damage-mitigation~~that ~~measures~~are specific to certain industries, sectors, contexts, or locations. ~~While~~These welaws ~~maintain~~impose ~~cyber~~certain ~~liability~~obligations ~~insurance~~and ~~that~~restrictions ~~provides~~with ~~both~~respect ~~third~~to ~~party~~data ~~liability~~privacy and ~~first~~security, ~~party~~and ~~insurance~~govern ~~coverages~~our collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information including that of our ~~insurance~~employees, customers, and others. For example, most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. Such laws may ~~not~~be inconsistent or may change or additional laws may be ~~sufficient~~adopted. Such mandatory disclosures are costly, could lead to ~~protect~~negative ~~against~~publicity, ~~all~~result ~~losses~~in wepenalties or fines, result in litigation, may ~~incur~~cause ifour wecustomers ~~suffer~~to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or ~~multiple~~alleviate ~~attacks~~problems caused by the actual or perceived security breach.

WeIn ~~are~~recent years, ~~subject~~numerous tofederal ~~evolving~~and state laws, ~~regulations,~~addressing ~~standards~~privacy, data protection and ~~contractual~~the ~~obligations~~collection, ~~related~~storing, tosharing, ~~data~~use, ~~privacy~~disclosure and ~~security~~protection ~~regulations,~~of ~~and~~such ~~our~~data ~~actual~~have orbeen ~~perceived~~adopted ~~failure~~or tomodified. ~~comply~~For ~~with~~example ~~such~~the ~~obligations~~California ~~could~~Consumer ~~harm~~Privacy ~~our~~Act ~~reputation~~(“CCPA”), ~~subject~~which uswent tointo ~~significant~~effect ~~fines~~in January 2020 and ~~liability~~was later amended by the California Privacy Rights Act, orrequires ~~otherwise~~in-scope ~~adversely~~businesses ~~affect~~that ~~our~~process ~~business.~~Personal Information of California

We receive and transmit large amounts of data, including credit and debit card information, from customers; in addition, we collect and store on our network personal data and other sensitive information concerning our employees, business partners and vendors. As such, we are subject to or affected by a number of federal, state and local laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security, and govern our collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information including that of our employees, customers, and others. For example, most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. Such laws may be inconsistent or may change or additional laws may be adopted. Such mandatory disclosures are costly, could lead to negative publicity, result in penalties or fines, result in litigation, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach. 44

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~~Numerous~~residents ~~federal~~to, ~~and~~among ~~state~~other ~~laws~~things: ~~address~~provide ~~privacy,~~disclosures ~~data~~to ~~protection~~such ~~and~~residents about the business’s data collection, ~~storing,~~use and sharing, ~~use~~practices; provide such individuals certain rights, ~~disclosure~~such as the right to access and ~~protection~~delete their Personal Information, and opt-out of ~~such~~certain ~~data~~sales or transfers of Personal Information; and enter into specific contractual provisions with service providers that process Personal Information on their behalf. InThe ~~addition,~~enactment of the CCPA has prompted numerous states, ~~already~~including ~~have,~~states ~~and~~where ~~are~~we ~~looking~~operate such as Texas, to ~~expand~~enact similar comprehensive privacy laws, ~~data~~such ~~protection~~as ~~legislation~~the ~~requiring~~Texas ~~companies~~Data ~~like~~Privacy ~~ours~~and toSecurity ~~consider~~Act ~~solutions~~(TDPSA), and many other states are looking to ~~meet~~expand ~~differing~~(or ~~needs~~already ~~and~~have ~~expectations~~expanded) ofdata ~~buyers~~protection ~~and~~legislation ~~sellers~~in various ways. Similar laws have been proposed at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging and we may not be able to monitor and react to all developments in a timely manner. This also may mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our business, results of operations and financial condition.

The interpretation and application of many privacy and data protection laws are, and will likely remain, uncertain, and it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or product features. If so, in addition to the possibility of fines, lawsuits and other claims and penalties, we could be required to fundamentally change our business activities and practices or modify our products, which could harm our business. In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. Any inability to adequately address privacy, data protection and data security concerns or comply with applicable privacy, data protection or data security laws, regulations, policies and other obligations could result in additional cost and liability to us, damage our reputation, inhibit sales and harm our business.

We are also subject to the Payment Card Industry ~~(“PCI”)~~ Data Security Standard (“PCI-DSS”), which is a standard issued by the Payment Card Industry Security Standards Council that is designed to protect credit card account data as mandated by payment card industry entities. Compliance with PCI-DSS and implementing related procedures, technology and information security measures requires significant resources and ongoing attention. We rely on vendors to handle PCI-DSS matters and to ensure PCI-DSS compliance. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology, such as those necessary to achieve compliance with PCI-DSS or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our payment related systems could have a material adverse effect on our business, results of operations and financial condition. If there are amendments to PCI-DSS, the cost of compliance could increase and we may suffer loss of critical data and interruptions or delays in our operations as a result. If we or our service providers are unable to comply with the security standards established by banks and the payment card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business. Despite our compliance efforts, we may become subject to claims that we have violated the PCI-DSS ~~Data Security Standard~~ based on past, present, and future business practices. Our actual or perceived failure to comply with the PCI-DSS ~~Data Security Standard~~ can subject us to fines, termination of banking relationships, and increased transaction fees.

~~Our~~Additionally, ~~failure~~laws, regulations, and~~/or~~ ~~the~~standards ~~failure~~covering bymarketing, ~~the~~advertising, ~~various third-party service providers~~ and ~~partners~~other ~~with~~activities ~~which~~conducted weby dotelephone, ~~business~~email, tomobile ~~comply~~devices, ~~with~~and ~~applicable~~the ~~privacy~~internet ~~policies~~may orbe ~~federal~~ or ~~state~~become ~~laws~~applicable ~~and~~to ~~regulations~~our orbusiness, ~~any~~such ~~other~~as ~~obligations~~the ~~relating~~Federal toCommunications ~~privacy~~Act, ~~data~~the ~~protection~~Federal orWiretap ~~information security~~Act, orthe ~~any~~Electronic ~~compromise~~Communications ofPrivacy ~~security~~Act, ~~that results in~~ the ~~unauthorized~~Telephone ~~release~~Consumer ofProtection ~~personal~~Act ~~data~~(the ~~or other user data~~“TCPA”), or the ~~perception~~Controlling ~~that~~the ~~any~~Assault ~~such~~of ~~failure~~Non-Solicited orPornography ~~compromise has occurred, could negatively harm our brand~~ and ~~reputation,~~Marketing ~~result~~Act ~~in a loss~~ of ~~sellers,~~2003 ~~buyers~~(the or“CAN-SPAM ~~distribution partners~~Act”), ~~discourage~~and ~~potential~~similar ~~sellers~~state orconsumer ~~buyers~~protection ~~from trying our platform~~ and~~/or~~ ~~result~~communication inprivacy ~~fines and/or proceedings by governmental agencies and/or users~~laws, ~~any~~such ofas ~~which~~California’s ~~could~~Invasion ~~have a material adverse effect on our business, results~~ of ~~operations~~Privacy ~~and financial condition~~Act.

We send marketing messages via email and are subject to the CAN-SPAM Act. The CAN-SPAM Act imposes certain obligations regarding the content of emails and providing opt-outs (with the corresponding requirement to honor such opt-outs promptly). While we strive to ensure that all of our marketing communications comply with the requirements set forth in the CAN-SPAM Act, any violations or perceived violations could result in the FTC seeking civil penalties against us. We also send short message service, or SMS, text messages to customers. The actual or perceived improper sending of text messages may subject us to potential risks, including liabilities or claims relating to consumer protection laws, such as the TCPA and

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similar state laws. These laws impose significant restrictions on the ability to make telephone calls or send text messages to mobile telephone numbers without the prior consent of the person being contacted. Numerous class-action suits under federal and state laws have been filed in recent years under the TCPA and similar laws against companies who conduct telemarketing and/or SMS texting programs, with many resulting in multi-million-dollar settlements to the plaintiffs. In addition, Texas recently amended its telemarketing law to significantly expand its scope, strengthen the private right of action for consumers, and increase the potential penalties. Any future litigation against us in connection with the TCPA or similar state laws, whether or not such claims have merit, could be costly and time-consuming to defend and may require that we change one or more aspects of the way we operate our business.

Our failure, and/or the failure by the various third-party service providers and partners with which we do business, to comply with applicable privacy policies or federal or state laws and regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in the unauthorized release of Personal Information or other user data, or the perception that any such failure or compromise has occurred, could result in additional cost and liability to us, damage our reputation, or inhibit sales, and/or result in fines and/or proceedings by governmental agencies and/or users, any of which could have a material adverse effect on our business, results of operations and financial condition.

Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and Personal Information.

Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. We may adopt and integrate generative artificial intelligence tools throughout our business, including into our information systems. Our vendors may incorporate generative artificial intelligence tools into their services and offerings without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience. Any integration of artificial intelligence in our or any third party’s operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. If we, our vendors, or our third-party partners experience an actual or perceived breach or privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and Confidential Information and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of Personal Information, Confidential Information, and intellectual property. Ineffective or inadequate AI development or deployment practices by us or third-party vendors could result in the reliance on AI algorithms that produce inaccurate output or that are based on biased, incomplete, and/or inaccurate datasets. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

Risks Related to Our Indebtedness

Our debt obligations contain restrictions that impact our business and expose us to risks that could materially adversely affect our liquidity and financial condition.

As of ~~June~~December 3031, ~~2021~~2025, we had $~~410~~391.06 million outstanding under our Term Loan B,Facility ~~with~~and ~~net debt issuance costs of~~ $2450.90 million, ~~resulting in total principal amount of debt~~ outstanding under our Revolving Credit Facility, ~~excluding~~with unamortized debt discount and ~~deferred~~debt issuance costs, of $~~385~~9.12 million., Inresulting ~~April~~in ~~2021,~~total weprincipal ~~refinanced~~amount ~~our~~of ~~outstanding~~ debt ~~and~~outstanding ~~entered~~under ~~into~~our aCredit ~~credit~~Facility, ~~agreement~~net ~~providing~~of ~~for~~unamortized adebt ~~$410.0~~discount ~~million~~and ~~term~~debt ~~loan~~issuance ~~facility~~costs, ~~and~~of a $~~125~~432.03 million ~~undrawn, revolving credit facility~~. Our indebtedness could have significant effects on our business, such as:

•

limiting our ability to borrow additional amounts to fund capital expenditures, acquisitions, debt service requirements, execution of our growth strategy and other purposes;

•

limiting our ability to make investments, including acquisitions, loans and advances, and to sell, transfer or otherwise dispose of assets;

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•

limiting our ability to pay dividends or make other distributions or repurchase or redeem capital stock;

•

requiring us to dedicate a substantial portion of our cash flow from operations to pay principal and interest on our borrowings, which would reduce availability of our cash flow to fund working capital, capital expenditures, acquisitions, execution of our growth strategy and other general corporate purposes;

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•

making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our ability to plan for and react to changing conditions;

•

placing us at a competitive disadvantage compared with our competitors that have less debt; and

•

exposing us to risks inherent in interest rate fluctuations because our borrowings are at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates.

In addition, we may not be able to repay our indebtedness when it becomes due and to meet our other cash needs. If we are not able to pay our borrowings as they become due, we will be required to pursue one or more alternative strategies, such as refinancing or restructuring our indebtedness, or selling additional debt or equity securities, or selling assets. We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and if we must sell our assets, it may negatively affect our business, financial condition and results of operations.

Terms in our Credit Facility may materially limit our ability to operate our business and finance our future operations or capital needs.

Certain terms of our Credit Facility restrict us and our restricted subsidiaries from engaging in specified types of transactions. These covenants limit our ability, and that of our restricted subsidiaries, to, among other things:

•

incur indebtedness;

•

incur certain liens;

•

consolidate, merge or sell or otherwise dispose of assets;

•

make investments, loans, advances, guarantees and acquisitions;

•

pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests;

•

enter into transactions with affiliates;

•

alter the business conducted by us and our subsidiaries;

•

change our fiscal year and the fiscal year of our subsidiaries; and

•

amend or modify governing documents.

A breach of any of these covenants, or any other covenant in the documents governing our Credit Facility, could result in a default or event of default under our Credit Facility. In the event of any event of default under our Credit Facility, the applicable lenders or agents could elect to terminate borrowing commitments and declare all borrowings and loans outstanding thereunder, together with accrued and unpaid interest and any fees and other obligations, to be immediately due and payable. In addition, or in the alternative, the applicable lenders or agents could exercise their rights under the security documents entered into in connection with our Credit Facility. We have pledged substantially all of our assets as collateral securing our Credit Facility and any such exercise of remedies on any material portion of such collateral would likely materially adversely affect our business, financial condition or results of operations.

If we were unable to repay or otherwise refinance these borrowings and loans when due, and the applicable lenders proceeded against the collateral granted to them to secure that indebtedness, we may be forced into bankruptcy or liquidation. In the event the applicable lenders accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness. Any acceleration of amounts due under our Credit Facility or other outstanding indebtedness would also likely have a material adverse effect on us.

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Pursuant to our Credit Facility, we are required to maintain a secured net leverage ratio not to exceed 5.00 to 1.00, measured as of the last day of each fiscal quarter on which the aggregate outstanding amount of all loans under the Revolving Credit Facility (as defined in the Credit Facility) and certain letter of credit obligations exceeds 25.00% of the revolving credit commitments as of such date. Our ability to borrow under our Credit Facility depends on our compliance with this financial covenant. Events beyond our control, including changes in general economic and business conditions, may affect our ability to satisfy the financial covenant. We cannot assure you that we will satisfy the financial covenant in the future, or that our lenders will waive any failure to satisfy the financial covenant.

Developments with respect to LIBOR may affect our borrowings under our Credit Facility.

Actions by regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined or the establishment of alternative reference rates. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR quotes after 2021. Our Credit Facility provides that interest may be based on LIBOR and for the use of an alternate rate to LIBOR in the event LIBOR is phased-out; however, uncertainty remains as to any such replacement rate and any such replacement rate may be higher or lower than LIBOR may have been. The establishment of alternative reference rates or implementation of any other potential changes may materially and adversely affect our business, operating results and financial condition.

Risks Related to Our Organizational Structure

Our principal asset after the completion of this offering will be our interest in Parent, and, as a result, we will depend on distributions from Parent to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Parent’s ability to make such distributions may be subject to various limitations and restrictions.

Upon the consummation of this offering and the Transactions, we will be a holding company and will have no material assets other than our ownership of LLC Interests. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of Parent and its subsidiaries and distributions we receive from Parent. There can be no assurance that Parent and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such distributions. Parent is generally prohibited under Delaware law from making distributions to its members to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Parent (with certain exceptions, as applicable), exceed the fair value of its assets. ~~Although~~Immediately ~~Parent~~following isthe ~~not~~completion ~~currently~~of ~~subject~~this ~~to any debt instruments or other agreements that would restrict its ability to make distributions to us~~offering, the terms of our Credit Facility ~~and~~will ~~other outstanding indebtedness~~ restrict the ability of our subsidiaries to pay ~~dividends~~certain distributions to Parent or for Parent to pay certain distributions to us. For a further description of the limitations pursuant to current, or which may be applicable pursuant to any future, contractual agreements governing our indebtedness that may restrict distributions to Parent or to us, see “—Risks Related to Our Indebtedness―—Our debt obligations contain restrictions that impact our business and expose us to risks that could materially adversely affect our liquidity and financial condition,” “—Risks Related to Our Indebtedness―—Terms in our Credit Facility may materially limit our ability to operate our business and finance our future operations or capital needs,” and “Description of Indebtedness— Credit Facility—Covenants and Other Matters.”

Parent will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, any taxable income of Parent will be allocated to holders of LLC Interests, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of Parent. Under the terms of the Parent LLC Agreement, Parent will be obligated, subject to various limitations and restrictions, including with respect to our debt agreements, to make tax distributions to holders of LLC Interests, including us. In addition to tax expenses, we will also incur expenses related to our operations, including payments under the Tax Receivable Agreement, which we expect could be significant. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” We intend, as its managing member, to cause Parent to make cash distributions to the holders of LLC Interests (including us) pro rata, in anaccordance ~~amount~~with such holders’ economic interests, in amounts sufficient to (1) fund all or part of their tax obligations in respect of taxable income allocated to them and (2) cover our operating expenses, including payments under the Tax Receivable Agreement. However, Parent’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Parent is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Parent insolvent. If we do not have sufficient funds to pay tax or other liabilities, or to fund our operations (including, if applicable, as a result of an acceleration of our obligations under the Tax Receivable Agreement), we may have to borrow funds, which could materially and adversely affect our liquidity and financial condition, and subject us to various restrictions imposed by any lenders of such funds. To the extent we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable

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have to borrow funds, which could materially and adversely affect our liquidity and financial condition, and subject us to various restrictions imposed by any lenders of such funds. To the extent we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” and “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of the Transactions—Distributions.” In addition, if Parent does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired. See “—Risks Related to the Offering and Ownership of our Class A Common Stock” and “Dividend Policy.”

~~Under~~We ~~the~~intend, ~~Parent~~as ~~LLC~~its ~~Agreement~~managing member, ~~we intend~~ to cause Parent, ~~from time~~ to ~~time, to~~ make distributions in cash to ~~its~~the ~~equity~~ holders of LLC Interests (including us) pro rata, in accordance with such holders’ economic interests, in amounts sufficient to cover the taxes imposed on their allocable share of taxable income of Parent. As a result of (1) potential differences in the amount of net taxable income allocable to us and to Parent’s other equity holders, (2) the lower tax rate under current law applicable to corporations as opposed to individuals, and (3) tax distributions being made pro rata in accordance with economic interests, these tax distributions may be in amounts that exceed our tax liabilities. Our board of directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash) to our stockholders. In addition, no adjustments to the exchange ratio for LLC Interests and corresponding shares of Class A common stock will be made as a result of any cash distribution by us or any retention of cash by us. As a result, the holders of LLC Interests (other than us) may benefit from value, if any, attributable to such cash balances if they acquire shares of Class A common stock in exchange for their LLC Interests, notwithstanding that such holders may have participated previously as holders of LLC Interests in distributions that resulted in such excess cash balances to us. See “Description of Capital Stock.” To the extent we do not distribute such excess cash as dividends on our Class A common stock, we may take other actions with respect to such excess cash, for example, holding such excess cash, or contributing or lending it (or a portion thereof) to Parent, which may result in shares of our Class A common stock increasing in value relative to the value of LLC Interests. ~~The~~Following such a contribution or loan of such excess cash, we may, but are not required to, make an adjustment to the outstanding number of LLC Interests held by the holders of LLC Interests (other than us). In the absence of such an adjustment, the holders of LLC Interests may benefit from any value attributable to such cash balances if they acquire shares of Class A common stock in exchange for their LLC Interests, notwithstanding that such holders may have participated previously as holders of LLC Interests in distributions that resulted in such excess cash balances.

The Tax Receivable Agreement with the Continuing Equity Owners and Blocker Shareholders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that such payments will be substantial.

In connection with the consummation of this offering, we will enter into a Tax Receivable Agreement with Parent and each of the Continuing Equity Owners and Blocker Shareholders. Under the Tax Receivable Agreement, we will be required to make cash payments to the Continuing Equity Owners and the Blocker Shareholders equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (1) Yesway, Inc.’s allocable share of the existing tax basis of Parent’s assets, which tax basis is attributable to the LLC Interests being acquired in this offering and in the Blocker Mergers; (2) the increases in Yesway, Inc.’s allocable share of the tax basis of Parent’s assets resulting from (a) any future redemptions or exchanges of LLC Interests from the Continuing Equity Owners as described under “Certain Relationships and Related Party Transactions—Parent LLC Agreement—Agreement in Effect Upon Consummation of the Transactions—Common Unit Redemption Right,” and (b) certain distributions (or deemed distributions) by Parent; (3) Yesway, Inc.’s allocable share of the existing tax basis of Parent’s assets 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 Yesway, Inc.; (4) certain tax attributes of the Blocker Companies acquired by Yesway, Inc. in the Blocker Mergers; and (5) certain additional tax benefits arising from payments under the Tax Receivable Agreement. We expect that the amount of the cash payments we will be required to make under the Tax Receivable Agreement will be substantial. Any payments made by us to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. Payments under the Tax Receivable Agreement are not conditioned upon one or more of the Continuing Equity Owners or the Blocker Shareholders maintaining a continued ownership interest in Parent or us. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a

40The payment obligations under the Tax Receivable Agreement are an obligation of Yesway, Inc. and not of Parent. We expect that the amount of the cash payments we will be required to make under the Tax Receivable Agreement will be substantial. Any payments made by us to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the

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~~less~~unpaid ~~attractive~~amounts ~~target~~will ~~for~~be andeferred ~~acquisition,~~and ~~particularly~~will inaccrue ~~the~~interest ~~case~~until ofpaid anby ~~acquirer~~us; provided, however, that ~~cannot~~nonpayment ~~use~~for ~~some~~a orspecified ~~all~~period may constitute a material breach of a material obligation under the ~~tax~~Tax ~~benefits~~Receivable ~~that~~Agreement ~~are~~resulting in the ~~subject~~acceleration of payments due under the Tax Receivable Agreement. ~~For~~Payments ~~more~~under ~~information,~~the ~~see~~Tax ~~“Certain~~Receivable ~~Relationships~~Agreement ~~and~~are ~~Related~~not ~~Party~~conditioned ~~Transactions—Tax~~upon ~~Receivable~~one ~~Agreement.”~~or ~~The~~more ~~actual~~of ~~tax~~the ~~benefits~~Continuing ~~described~~Equity ~~above,~~Owners ~~and~~or the ~~actual~~Blocker ~~utilization~~Shareholders ofmaintaining ~~such~~a ~~tax~~continued ~~benefits,~~ownership asinterest ~~well~~in asParent ~~the~~or ~~amount~~us. ~~and~~Furthermore, ~~timing~~our offuture ~~any~~obligation to make payments under the Tax Receivable Agreement, ~~will~~could ~~vary~~(i) make ~~depending~~us ~~upon~~ a ~~number~~less ofattractive ~~factors~~target for an acquisition, ~~including~~particularly in the ~~timing~~case of ~~redemptions~~an byacquirer ~~the~~that ~~Continuing~~cannot ~~Equity~~use ~~Owners;~~some ~~the~~or ~~price~~all of ~~shares~~the oftax ~~our~~benefits ~~Class A~~that ~~common~~are ~~stock at~~ the ~~time~~subject of the ~~exchange;~~Tax ~~the~~Receivable ~~extent~~Agreement toand ~~which~~(ii) result ~~such~~in ~~exchanges~~holders ~~are~~of ~~taxable;~~our ~~the~~Class A ~~amount~~common ofstock ~~gain~~receiving ~~recognized~~substantially byless ~~such~~consideration ~~Continuing~~in ~~Equity~~connection ~~Owners;~~with ~~the~~a ~~amount~~change ~~and timing~~ of ~~the~~control ~~taxable~~transaction ~~income~~than ~~allocated~~they towould usreceive ~~or otherwise generated by us~~ in the ~~future;~~absence ~~the portion~~ of ~~our~~such ~~payments~~obligation. ~~under~~For ~~the~~more ~~Tax~~information, ~~Receivable~~see ~~Agreement~~“Certain ~~constituting~~Relationships ~~imputed interest;~~ and ~~the~~Related ~~federal~~Party ~~and~~Transactions—Tax ~~state~~Receivable ~~tax rates then applicable~~Agreement.”

Assuming no material changes in the relevant tax laws and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect the tax savings associated with the purchase of LLC Interests in connection with this offering and the acquisition of LLC Interests in the Blocker Mergers, together with future redemptions or exchanges of all remaining LLC Interests owned by the Continuing Equity Owners pursuant to the Parent LLC Agreement as described above, would aggregate to approximately $ million over 15 years from the date of this offering based on the assumed initial public offering price of $ per share of our Class A common stock (the midpoint of the estimated price range set forth on the cover page of this prospectus), and assuming all redemptions or exchanges would occur immediately after the initial public offering for the remaining ownership of Parent not acquired by Yesway, Inc. Under such scenario, assuming future payments are made on the date each relevant tax return is due, without extensions, we would be required to pay approximately 85% of such amount, or approximately $ million over the 15-year period from the date of this offering, to the Continuing Equity Owners and the Blocker Shareholders. The actual tax benefits described above, and the actual utilization of such tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions by the Continuing Equity Owners; the price of shares of our Class A common stock at the time of the exchange; the extent to which such exchanges are taxable; the amount of gain recognized by such Continuing Equity Owners; the amount and timing of the taxable income allocated to us or otherwise generated by us in the future; the portion of our payments under the Tax Receivable Agreement constituting imputed interest; and the federal and state tax rates then applicable.

In certain cases, payments under the Tax Receivable Agreement to the Continuing Equity Owners and the Blocker Shareholders may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement will generally apply to each of our taxable years, beginning with the first taxable year ending after the consummation of the Transactions. There is no maximum term for the Tax Receivable Agreement. However, the Tax Receivable Agreement will provide that if (1) we materially breach any of our material obligations under the Tax Receivable Agreement, (2) certain mergers, asset sales, other forms of business combinations or other changes of control were to occur after the consummation of this offering, or (3) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments would be determined based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

As a result of the foregoing, we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, based on certain assumptions, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. WeSuch ~~could also be required to make~~ cash ~~payments~~payment to the Continuing Equity Owners and the Blocker Shareholders ~~that~~could ~~are~~be greater than the specified percentage of any actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control., ~~There~~and ~~can~~could beresult noin ~~assurance~~holders ~~that~~of ~~we will be able to fund or finance~~ our ~~obligations~~Class A ~~under~~common ~~the~~stock ~~Tax~~receiving ~~Receivable~~substantially ~~Agreement.~~less Weconsideration ~~may~~in ~~need~~connection towith ~~incur~~a ~~debt~~change toof ~~finance~~control ~~payments~~transaction ~~under~~than ~~the~~they ~~Tax~~would ~~Receivable~~receive ~~Agreement~~in to the ~~extent~~absence ~~our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result~~ of ~~timing discrepancies or otherwise.~~

~~We will not be reimbursed for any payments made to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.~~ 50

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the U.S. Internal Revenue Service, or the IRS, or another tax authority, may challenge all or part of the tax basis increases or other tax benefits we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially and adversely affect a recipient’s payments under the Tax Receivable Agreement, then we will not be permitted to settle or fail to contest such challenge without the consent (not to be unreasonably withheld or delayed) of Brookwood. The interests of Brookwood in any such challenge may differ from or conflict with our interests and your interests, and Brookwood may exercise its consent rights relating to any such challenge in a manner adverse to our interests and your interests. We will not be reimbursed for any cash payments previously made to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a Continuing Equity Owner or a Blocker Shareholder are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a Continuing Equity Owner and/or a Blocker Shareholder, as applicable, will be netted against any future cash payments we might otherwise be required to make to such Continuing Equity Owner and/or such Blocker Shareholder, under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a Continuing Equity Owner and/or a Blocker Shareholder, as applicable, for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority,

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such obligation. There can be no assurance that we will ~~not~~ be ~~permitted~~able to ~~reduce~~fund ~~any~~or ~~future~~finance ~~cash~~our ~~payments~~obligations under the Tax Receivable Agreement. ~~until~~We ~~any~~may ~~such~~need ~~challenge~~to isincur ~~finally~~debt ~~settled~~to orfinance ~~determined. Moreover, the excess cash~~ payments ~~we made previously~~ under the Tax Receivable Agreement ~~could~~to ~~be greater than~~ the ~~amount~~extent ofour ~~future~~ cash ~~payments~~resources ~~against~~are ~~which~~insufficient ~~we would otherwise be permitted~~ to ~~net~~meet such excess. The applicable U.S. federal income tax rules for determining applicable tax benefits we may claim are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our ~~tax~~obligations ~~reporting positions. As a result, payments could be made~~ under the Tax Receivable Agreement ~~significantly~~as ina ~~excess~~result of ~~any~~timing ~~actual~~discrepancies ~~cash tax savings that we realize in respect of the tax attributes with respect to a Continuing Equity Owner and/~~or ~~a Blocker Shareholder that are the subject of the Tax Receivable Agreement~~otherwise.

We will not be reimbursed for any payments made to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the U.S. Internal Revenue Service (the “IRS”) or another tax authority, may challenge all or part of the tax basis increases or other tax benefits we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially and adversely affect the rights and obligations of the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement, then we will not be permitted to settle such challenge without the consent (not to be unreasonably withheld or delayed) of Brookwood. The interests of Brookwood in any such challenge may differ from or conflict with our interests and your interests, and Brookwood may exercise its consent rights relating to any such challenge in a manner adverse to our interests and your interests. We will not be reimbursed for any cash payments previously made to the Continuing Equity Owners and the Blocker Shareholders under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a Continuing Equity Owner or a Blocker Shareholder are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a Continuing Equity Owner and/or a Blocker Shareholder, as applicable, will be netted against any future cash payments we might otherwise be required to make to such Continuing Equity Owner and/or such Blocker Shareholder, under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a Continuing Equity Owner and/or a Blocker Shareholder, as applicable, for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by a taxing authority, we may not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. Moreover, the excess cash payments we made previously under the Tax Receivable Agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. The applicable U.S. federal income tax rules for determining applicable tax benefits we may claim are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, payments could be made under the Tax Receivable Agreement significantly in excess of any actual cash tax savings that we realize in respect of the tax attributes with respect to a Continuing Equity Owner and/or a Blocker Shareholder that are the subject of the Tax Receivable Agreement.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.

We may be subject to taxes by the U.S. federal, state, local and foreign tax authorities. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•

allocation of expenses to and among different jurisdictions;

•

changes in the valuation of our deferred tax assets and liabilities;

•

expected timing and amount of the release of any tax valuation allowances;

•

tax effects of stock-based compensation;

•

costs related to intercompany restructurings;

•

changes in tax laws, tax treaties, regulations or interpretations thereof; or

•

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal, state, and local and foreign taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

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If we were deemed to be an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act, including as a result of our ownership of Parent, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

We and Parent intend to conduct our operations so that we will not be deemed an investment company. As the sole managing member of Parent, we will control and operate Parent. On that basis, we believe that our interest in Parent is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of Parent, or if Parent itself becomes an investment company, our interest in Parent could be deemed an “investment security” for purposes of the 1940 Act.

If it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC, that we would be unable to enforce contracts with third parties and that third parties could seek to obtain rescission of transactions undertaken during the period it was established that we were an unregistered investment company. If we were required to register as an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

42Our organizational structure following this offering may impact the comparability of our historical and future results of operations.

~~TABLE~~ Prior OFto ~~CONTENTS~~the completion of the Transactions contemplated by this offering, our business was recognized as a partnership for U.S. federal and state income tax purposes, with the exception of one subsidiary with immaterial income taxed as a corporation. As a result, we did not incur material U.S. federal and state income taxes as our taxable income or loss was included in the U.S. federal and state income tax returns of our members prior to the Transactions.

Following completion of the Transactions and this offering, we will be subject to U.S. federal and state income taxes as a corporation. As a result, our allocable share of the taxable income of our operating subsidiaries will be subject to taxation. Accordingly, our results of operations following the offering will reflect income tax expense or benefit. In addition, changes, if any, subsequent to the date of the Transactions and this offering to the initial carrying value of the liability related to the Tax Receivable Agreement will be reflected in our results of operations. As a result, the comparability of our historical and future results of operations from the perspective of our public stockholders may be materially impacted.

Risks Related to the Offering and Ownership of our Class A Common Stock

Brookwood will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders.

Upon consummation of this offering, Brookwood will control, in the aggregate (assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus), approximately % of the voting power represented by all our outstanding classes of stock. As a result, Brookwood will continue to exercise significant influence over all matters requiring stockholder approval, including the election and removal of directors, any amendment of our amended and restated certificate of incorporation, orany amendment of our amended and restated bylaws by the stockholders and any approval of significant corporate transactions (including certain mergers and a sale of all or substantially all of our assets), and, as a result of its ability to elect our directors, will continue to have significant control over our business, affairs and policies, including the appointment of our management. The directors that Brookwood, through its voting power, will have the ability to elect have the authority to vote to authorize the Company to incur additional debt, issue or repurchase stock, declare dividends and make other decisions that could be detrimental to stockholders. We expect that members of our board will continue to be appointed by or affiliated with Brookwood who will have the ability to appoint the majority of directors. Brookwood can take actions that have the effect of delaying or preventing a change of control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. The concentration of voting power with Brookwood may have an adverse effect on the price of our Class A common stock. Brookwood may have interests that are different from yours and may vote in a way with which you disagree and that may be adverse to your interests.

Further, our amended and restated certificate of incorporation, which will be in effect upon the consummation of the Transactions, will provide that the doctrine of “corporate opportunity” will not apply with respect to any director or stockholder who is not employed by us or our subsidiaries. See “—Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” will not apply with respect to any director or stockholder who is not employed by us or our subsidiaries.” Brookwood and its affiliates engage in a broad spectrum of activities. In the ordinary course of its business activities, Brookwood and its affiliates may engage in activities where their interests conflict with our interests or those of our other stockholders. Brookwood or its affiliates may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, Brookwood may have an interest in us pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. See “Description of Capital Stock—Corporate Opportunity Doctrine.” 52

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Company to incur additional debt, issue or repurchase stock, declare dividends and make other decisions that could be detrimental to stockholders. We expect that members of our board will continue to be appointed by or affiliated with Brookwood who will have the ability to appoint the majority of directors. Brookwood can take actions that have the effect of delaying or preventing a change of control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. The concentration of voting power with Brookwood may have an adverse effect on the price of our Class A common stock. Brookwood may have interests that are different from yours and may vote in a way with which you disagree and that may be adverse to your interests.

Brookwood’s interests may conflict with our interests and the interests of our stockholders. Conflicts of interest between Brookwood and us could be resolved in a manner unfavorable to us and our stockholders.

Various conflicts of interest between us and Brookwood could arise. Ownership interests of directors or officers of Brookwood in our common stock and ownership interests of our directors and officers in the equity interests of Brookwood, or a person’s service either as a director or officer of both us and Brookwood, could create or appear to create conflicts of interest when those directors and officers are faced with decisions relating to our ~~company~~Company. These decisions could include corporate opportunities, business combinations involving us, our dividend policy, and management stock ownership. In addition, Brookwood may have an interest in us pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. We may not be able to resolve any conflicts, and even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party. Further, although certain of our management team who serve as a director or officer of both us and Brookwood intend to devote substantial portions of their time managing our business, they will also spend some of their time on other business activities for Brookwood as they deem necessary and appropriate, which may divert their attention and resources. These activities may conflict with our interests because the time and effort of such management will not be devoted exclusively to our business, but will be allocated between the management of our business and other business activities of Brookwood.

We cannot predict the effect our dual class structure may have on the market price of our Class A common stock.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock, in adverse publicity, or other adverse consequences. ~~For~~Certain ~~example,~~stock ~~certain~~ index providers ~~have~~exclude ~~policies that restrict~~ or ~~prohibit~~limit the ~~inclusion~~ability of companies with multiple- class share structures infrom being added to certain of their indices,. ~~including~~It ~~the~~is ~~Russell~~unclear ~~2000~~what ~~and~~effect, ~~the~~if ~~S&P 500~~any, ~~S&P~~such ~~MidCap~~policies ~~400~~will ~~and~~have ~~S&P~~on ~~SmallCap~~the ~~600,~~valuations ~~which~~of ~~together~~publicly ~~make~~traded upcompanies ~~the~~excluded ~~S&P~~from ~~Composite~~such ~~1500.~~indices, ~~Beginning~~but init ~~2017,~~is ~~MSCI,~~possible athat ~~leading~~they ~~stock~~may ~~index~~adversely ~~provider~~affect valuations, ~~opened~~as ~~public~~compared ~~consultations~~to onsimilar ~~their~~companies ~~treatment~~that ofare ~~no-vote~~included. ~~and~~In ~~multi-class~~addition, ~~structures~~several ~~and~~shareholder ~~temporarily~~advisory ~~barred~~firms ~~new~~and ~~multi-class~~large ~~listings~~institutional ~~from~~investors ~~certain~~oppose ofthe ~~its~~use ~~indices;~~of ~~however,~~multiple inclass ~~October 2018~~structures, ~~MSCI~~which ~~announced~~may ~~its~~cause ~~decision~~such firms to ~~include~~publish ~~equity~~negative ~~securities~~commentary ~~“with~~about ~~unequal~~our ~~voting~~corporate ~~structures”~~governance inpractices ~~its~~or ~~indices~~otherwise ~~and~~seek to ~~launch~~cause aus ~~new~~to ~~index~~change our capital structure.

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that specifically includes voting rights in its eligibility criteria. Under these policies, the dual class structure of our stock would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to track those indices would not invest in our Class A common stock. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible they may depress valuations, compared to similar companies that are included. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

We are a “controlled company” within the meaning of the rules of the Nasdaq Stock Market and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.

The corporate governance requirements and, specifically, the independence standards are intended to ensure directors who are considered independent are free of any conflicting interest that could influence their actions as directors. After the consummation of the Transactions, Brookwood will have more than 50% of the voting power for the election of directors, and, as a result, we will be considered a “controlled company” within the meaning of the rules of the Nasdaq Stock Market. As such, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or to perform annual performance evaluations of the nominating and corporate governance and compensation committees.

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as directors. After the consummation of the Transactions, Brookwood will have more than 50% of the voting power for the election of directors, and, as a result, we will be considered a “controlled company” within the meaning of the rules of the Nasdaq Stock Market. As such, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or to perform annual performance evaluations of the nominating and corporate governance and compensation committees.

Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the rules of the Nasdaq Stock Market. Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.

Certain provisions of Delaware law and ~~antitakeover~~anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws may have an ~~antitakeover~~anti-takeover effect and may delay, defer, or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. These provisions provide for, among other things:

•

a classified board of directors with staggered three-year terms;

•

the ability of our board of directors to issue one or more series of preferred stock;

•

advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;

•

certain limitations on convening special stockholder meetings;

•

no cumulative voting in the election of directors;

•

subject to the rights of the holders of any preferred stock and the terms of the Stockholders Agreement, the number of directors shall be determined exclusively by ~~the~~ a majority of the whole board or directors;

•

subject to the ~~removal~~rights of the holders of any preferred stock, at any time when Brookwood beneficially owns, in the aggregate, less than a majority of the voting power entitled to vote generally in the election our directors, may be removed only for cause and only upon the affirmative vote of the holders of at least 662∕3% of the voting power ~~represented~~of by our then-outstanding common stock ~~(other than directors appointed pursuant to the Stockholders Agreement, who may be removed with or without cause)~~;

•

at any time when Brookwood beneficially owns, in the aggregate, less than a majority of the voting power entitled to vote generally in the election our directors, that stockholders may not act by consent; and

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•

at any time when Brookwood beneficially owns, in the aggregate, less than a majority of the voting power entitled to vote generally in the election our directors, any amendment to the provisions of the amended and restated certificate of incorporation ~~may~~would berequire, ~~amended~~in ~~only~~addition to any other vote required by law, the affirmative vote of at least 662∕3% of the holders of the voting power ~~represented~~of by our then-outstanding common stock entitled to vote.

These ~~antitakeover~~anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

In addition, we have opted out of Section 203 of the ~~General Corporation Law of the State of Delaware~~DGCL, which we refer to as the DGCL, but our amended and restated certificate of incorporation will provide that engaging in any of a broad range of business combinations with any “interested” stockholder (generally defined as any stockholder ~~with~~that is the beneficial owner of 15% or more of our voting stock and its affiliates and associates) for a period of three years following the date on which the stockholder became an “interested” stockholder is prohibited unless certain requirements are met, provided, however, that, under our amended and restated certificate of incorporation, Brookwood and any of itits respective affiliates ~~will~~and ~~not~~associates be(and ~~deemed~~any ~~to be interested stockholders regardless~~ of ~~the percentage~~their ofdirect ~~our~~or ~~outstanding~~indirect ~~voting~~transferees) ~~stock owned by them, and accordingly will not be subject to such restrictions. See “Description of Capital Stock.”~~

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will not be deemed to be interested stockholders regardless of the percentage of our outstanding voting stock owned by them, and accordingly will not be subject to such restrictions. See “Description of Capital Stock.”

We may not pay dividends on our Class A common stock.

~~Following~~Our ~~the completion of this offering, our~~ board of directors may not elect to pay cash dividends on our Class A common stock~~. However~~, noincluding ~~decision~~in ~~has~~order ~~been~~to ~~made~~retain ~~with~~funds ~~respect~~for to the ~~amount~~continued operation and ~~timing~~expansion of ~~dividend~~our ~~payments,~~business ifor ~~any.~~as ~~The~~a ~~continued~~result ~~operation~~of ~~and~~limitations ~~expansion~~under of our ~~business~~existing ~~will~~credit ~~require~~agreements ~~substantial~~or ~~funding~~other contractual obligations. Accordingly, we cannot assure you that we will pay any dividends in the future. Any determination to pay dividends in the future will be at the discretion of our board of directors (and subject to applicable law) and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. We are a holding company, and substantially all of our operations are carried out by Parent and its subsidiaries. Under our Credit Facility, we are currently limited from paying cash dividends or making certain other restricted payments, and we expect these restrictions to continue in the future, which may in turn limit our ability to pay dividends on our Class A common stock. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries. Accordingly, if you purchase shares in this offering, realization of a gain on your investment may depend solely on the appreciation of the price of our Class A common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our Class A common stock.

Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and may not use them effectively.

We currently intend to cause Parent to use a portion of the net proceeds of this offering to pay down existing indebtedness and for general corporate purposes, ~~and~~including ~~working~~new ~~capital~~store developments. See “Use of Proceeds.” Our management will have broad discretion in the application of the net proceeds. Our stockholders may not agree with how our management chooses to cause Parent to allocate the net proceeds from this offering. The failure by our management to apply these funds effectively could have a material adverse effect on our business, financial condition, and results of operations. Pending their use, we may cause Parent to invest the net proceeds from this offering in a manner that does not produce income. The decisions made by our management may not result in positive returns on your investment and you will not have an opportunity to evaluate the economic, financial, or other information upon which our management bases its decisions.

No market currently exists for our Class A common stock, and an active, liquid trading market for our Class A common stock may not develop, which may cause our Class A common stock to trade at a discount from the initial offering price and make it difficult for you to sell the Class A common stock you purchase.

Prior to this offering, there has not been a public market for our Class A common stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market or how active and liquid that market may become. If an active and liquid trading market does not develop or continue, you may have difficulty selling any of our Class A common stock that you purchase at a price above the price you purchase it or at all. The initial public offering price for the shares was determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our Class A common stock. The market price of our Class A common stock may decline below the initial offering price, and you may not be able to sell your shares of our Class A common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

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purchase it or at all. The initial public offering price for the shares was determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our Class A common stock. The market price of our Class A common stock may decline below the initial offering price, and you may not be able to sell your shares of our Class A common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation will provide ~~(A) (i) any derivative action or proceeding brought on behalf of the Company~~that, ~~(ii) any~~unless ~~action~~we ~~asserting~~consent ain ~~claim~~writing ~~of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company~~ to the ~~Company~~selection orof ~~the~~an ~~Company’s~~alternative ~~stockholders~~forum, (~~iii~~A) ~~any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws~~ (~~as either may be amended or restated~~i) ~~or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv)~~ any ~~action~~derivative asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action ~~arising under the Securities Act. Notwithstanding the foregoing~~, ~~the~~suit ~~exclusive forum provision shall not apply to claims seeking to enforce any liability~~ or ~~duty~~proceeding ~~created~~brought byon ~~the~~behalf ~~Exchange Act. The choice~~ of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

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Company, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders, creditors or other constituents, (iii) any action, suit or proceeding asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended or restated) or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action, suit or proceeding asserting a claim against the Company governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) subject to the preceding clause (A) above, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended (the “Securities Act”). Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all causes of action asserted against any defendant to such complaint. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our Class A common stock to decline.

After this offering, the sale of shares of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of the Transactions, assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, we will have outstanding a total of shares of Class A common stock. Of the outstanding shares, the shares sold in this offering (~~or shares~~and ifany of the shares the underwriters ~~exercise~~purchase inpursuant ~~full~~to their option to purchase additional shares) will be freely tradable without restriction or further registration under the Securities Act, other than any shares held by our affiliates. In addition, the shares of Class A common stock issued to the Blocker Shareholders in the Transactions will be eligible for resale pursuant to Rule 144 without restriction or further registration under the Securities Act, other than affiliate restrictions under Rule 144. Any shares of Class A common stock held by our affiliates will be eligible for resale pursuant to Rule 144 under the Securities Act, subject to the volume, manner of sale, holding period and other limitations of Rule 144.

Our directors and executive officers, and substantially all of our stockholders have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, subject to certain exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, (1) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of our Class A common stock, or any options or warrants to purchase any shares of our Class A common stock, or any securities convertible into or exchangeable for or that represent the right to receive shares of our Class A common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant); or (2) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or

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persons or entities, subject to certain exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, (1) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of our Class A common stock, or any options or warrants to purchase any shares of our Class A common stock, or any securities convertible into or exchangeable for or that represent the right to receive shares of our Class A common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant); or (2) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to, or which reasonably could be expected to lead to, or result in, a sale, loan, pledge or other disposition of shares of our Class A common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Class A common stock or such other securities, in cash or otherwise. See “Underwriting (~~Conflict~~Conflicts of Interest).”

In addition, we have reserved shares of Class A common stock for issuance under the 2026 Plan and shares of Class A common stock for issuance under the ESPP. Any Class A common stock that we issue under the 2026 Plan or other equity incentive plans that we may adopt in the future would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering.

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of our shares of Class A common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of Class A common stock or other securities.

In the future, we may also issue securities in connection with investments, acquisitions or capital raising activities. In particular, the number of shares of our Class A common stock issued in connection with an investment or acquisition, or to raise additional equity capital, could constitute a material portion of our then-outstanding shares of our Class A common stock. Any such issuance of additional securities in the future may result in additional dilution to you, or may adversely impact the price of our Class A common stock.

If you purchase shares of Class A common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Class A common stock is substantially higher than the pro forma net tangible book value per share of our Class A common stock. Therefore, if you purchase shares of our Class A common stock in this offering, you will pay a price per share that substantially exceeds our pro forma net tangible book value per share after this offering. You will experience immediate dilution of $ per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and the initial public offering price. See “Dilution” for more detail, including the calculation of the pro forma net tangible book value per share of our Class A common stock.

Non-U.S. Holders who own more than 5% of our Class A common stock may be subject to U.S. federal income tax on gain realized on the sale or other taxable disposition of such common stock.

Because the determination of whether we are a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes depends on the fair market value of our “United States real property interests” (“USRPIs”) relative to the fair market value of our non-U.S. real property interests and our other business assets, and because we have significant ownership of real property located in the United States, we may currently be, or may become in the future, a USRPHC. There can be no assurance that we do not currently constitute, or will not become, a USRPHC. As a result, a “Non-U.S. Holder” (as defined below under “Material U.S. Federal Income Tax Considerations to Non-U.S. Holders of Class A Common Stock”) may be subject to U.S. federal income tax on gain realized on a sale or other taxable disposition of our Class A common stock if such Non-U.S. Holder has owned, actually or constructively, more than 5% of our Class A common stock at any time during the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period in such stock.

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Class A common stock at any time during the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period in such stock.

General Risks

Our operations present risks which may not be fully covered by insurance.

We carry comprehensive insurance against the hazards and risks underlying our operations. We believe our insurance policies are customary in the industry; however, some losses and liabilities associated with our operations may not be covered by our insurance policies. In addition, there can be no assurance that we will be able to obtain similar insurance coverage on favorable terms (or at all) in the future. Significant uninsured losses and liabilities could have a material adverse effect on our financial condition and results of operations. Furthermore, our insurance is subject to deductibles. As a result, certain large claims, even if covered by insurance, may require a substantial cash outlay by us, which could have a material adverse effect on our financial condition and results of operations.

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Furthermore, our insurance is subject to deductibles. As a result, certain large claims, even if covered by insurance, may require a substantial cash outlay by us, which could have a material adverse effect on our financial condition and results of operations.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, or if there is any fluctuation in our credit rating, our stock price and trading volume could decline.

The trading market for our Class A common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Securities and industry analysts do not currently, and may never, publish research on our ~~company~~Company. If no securities or industry analysts commence coverage of us, the trading price of our shares would likely be negatively impacted. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts stops covering us or fails to publish reports on us regularly, we could lose visibility in the market, which, in turn, could cause our stock price or trading volume to decline.

Additionally, any fluctuation in the credit rating of us or our subsidiaries may impact our ability to access debt markets in the future or increase our cost of future debt, which could have a material adverse effect on our operations and financial condition, which in return may adversely affect the trading price of shares of our Class A common stock.

As a public reporting company, we will be subject to the rules of the Nasdaq Stock Market and the rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner.

Upon completion of this offering, we will become a public reporting company subject to the rules of the Nasdaq Stock Market and the rules and regulations established from time to time by the SEC. These rules and regulations will require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel.

In addition, as a public company we will be required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with the SEC and thereafter, which will require us to document and make significant changes to our internal control over financial reporting. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting. If our management is unable to certify the effectiveness of our internal control or if our independent registered public accounting firm cannot deliver a report attesting to the effectiveness of our internal control over financial reporting, or if we identify or fail to remediate any significant deficiencies or material weaknesses in our internal control, we could be subject to regulatory scrutiny and a loss of public confidence, which could seriously harm our reputation, and the price per share of our Class A common stock could decline.

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We expect to incur costs related to implementing an internal audit and compliance function in the upcoming years to further improve our internal control environment. If we identify future deficiencies in our internal control over financial reporting or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the SEC or other regulatory authorities. Further, if we do not maintain adequate financial and management personnel, processes, and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, our business could be adversely affected and the price per share of our Class A common stock price could decline.

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We will incur significant costs as a result of operating as a public company.

Prior to this offering, we operated on a private basis. After this offering, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the Nasdaq Stock Market and other applicable securities laws and regulations. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more difficult, time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. We also expect that being a public company and being subject to new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation. These factors may, therefore, strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the Transactions, including the consummation of this offering, expected growth, future capital expenditures and debt service obligations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms, such as “may,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

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volatility in the global prices and availability of oil and petroleum products and general economic conditions that are out of our control, including interest rates;

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our ability to ~~successfully~~maintain ~~implement~~an ~~our~~adequate ~~growth~~pipeline ~~strategy, a major part~~ of ~~which~~suitable ~~consists~~locations offor ~~razing~~new ~~and rebuilding or remodeling many of our~~ stores;

•

our ability to ~~maintain~~successfully animplement ~~adequate~~our ~~pipeline~~rapid ofgrowth ~~suitable locations for new stores~~strategy;

•

our ability to ~~realize~~maintain ~~all~~an ~~anticipated~~adequate ~~synergies~~pipeline orof ~~operating~~suitable ~~efficiencies~~locations ~~from~~for ~~our~~new ~~acquisition~~stores ofand ~~Allsup’s~~manage or the ~~anticipated~~risks ~~benefits~~associated ofwith ~~initiatives~~new ~~relating~~store ~~to our merchandise mix~~development;

•

~~the~~ our ~~risk~~ability ~~of failing~~ to successfully recruit, hire, and retain qualified personnel;

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our dependence upon market acceptance by consumers and our failure to offer products that meet our existing customers’ taste and attract new customers;

•

changes to wage regulations and other employment and labor laws;

•

our dependence on a limited number of suppliers for the majority of our gross fuel purchases and merchandise;

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operational hazards and risks normally associated with the marketing of petroleum products, as well as hazards and risks relating to the physical effects of weather and climate change;

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changes to tobacco legislation, potential court rulings affecting the tobacco industry, campaigns to discourage smoking, increases in tobacco and nicotine products taxes and wholesale cost increases of tobacco and nicotine products; and

•

the significant influence ~~the~~that Brookwood will continue to have over us after the Transactions, including control over decisions that require the approval of stockholders.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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OUR ORGANIZATIONAL STRUCTURE

Yesway, Inc., a Delaware corporation, was formed on April 23, 2021 and is the issuer of the Class A common stock offered by this prospectus. Prior to this offering and the Transactions, all of our business operations have been conducted through Parent and its direct and indirect subsidiaries and the Continuing Equity Owners are the only owners of Parent. We will consummate the Transactions, excluding this offering, substantially concurrently with or prior to the consummation of this offering.

Existing Organization

Parent is treated as a partnership for U.S. federal income tax purposes and, as such, is generally not subject to any U.S. federal entity-level income taxes. Taxable income or loss of Parent is included in the U.S. federal income tax returns of Parent’s members. Prior to the consummation of this offering, the Continuing Equity Owners were the only members of Parent.

Transactions

Prior to the Transactions, there will be only one holder of common stock of Yesway, Inc. We will consummate the following organizational transactions in connection with this offering:

•

we will amend and restate Yesway, Inc.’s certificate of incorporation to, among other things, provide for (1) the ~~recapitalization~~creation of ~~our~~a ~~outstanding~~class ~~shares~~ of ~~existing~~ common stock ~~into~~to ~~one~~be ~~share~~designated ofas Class A common stock, ~~(2) Class A common stock,~~ with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our stockholders generally, (2) the reclassification of the existing shares of common stock into shares of Class A common stock and then cancellation of such reclassified existing shares of common stock, and (3) the creation of a class of common stock to be designated as Class B common stock, with each share of our Class B common stock entitling its holder to one vote per share on all matters presented to our stockholders generally, and that shares of our Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees as described in “Description of Capital Stock—Common Stock—Class B Common Stock”;

•

we assuming ~~will~~an ~~acquire~~initial ~~each~~public offering price of $ per share, the ~~Blocker~~midpoint ~~Companies~~of the price range set forth on the cover page of this prospectus, we will acquire, by means of the Blocker Mergers and will issue to the Blocker Shareholders shares of our Class A common stock and rights under the Tax Receivable Agreement;

•

we will use the net proceeds from this offering to purchase ~~newly issued~~ LLC Interests (or LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from Parent at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts ~~and estimated offering expenses payable by us~~;

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•

~~Yesway,~~ Parent ~~Inc.~~intends ~~will~~to ~~enter~~use ~~into~~$ million ~~(1)~~ of the ~~Stockholders~~net ~~Agreement~~proceeds ~~with~~from ~~Brookwood, (2)~~ the ~~Registration~~sale ~~Rights~~of ~~Agreement~~LLC ~~with~~Interests ~~certain~~to ofYesway, ~~the~~Inc. ~~Continuing~~to ~~Equity~~fully ~~Owners~~redeem ~~and (3)~~ the ~~Tax~~outstanding ~~Receivable~~Redeemable ~~Agreement~~Senior ~~with~~Preferred ~~Parent,~~Membership ~~the~~Interests ~~Continuing~~in ~~Equity~~connection ~~Owners~~with ~~and~~ the ~~Blocker~~consummation ~~Shareholders.~~of ~~For~~this aoffering; ~~description~~and ~~of the~~

51•

~~TABLE~~ Yesway, OFInc. ~~CONTENTS~~will enter into (1) the Stockholders Agreement with Brookwood, (2) the Registration Rights Agreement with certain of the Continuing Equity Owners and (3) the Tax Receivable Agreement with Parent, the Continuing Equity Owners and the Blocker Shareholders. For a description of the terms of the Stockholders Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions.”

~~terms of the Stockholders Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions.”~~

Organizational Structure Following the Transactions

•

Yesway, Inc. will be a holding company and its principal asset will consist of LLC Interests it acquires directly from Parent and indirectly from the Blocker Shareholders;

•

Yesway, Inc. will be the sole managing member of Parent and will control the business and affairs of Parent and its direct and indirect subsidiaries;

•

~~Brookwood~~ assuming ~~will~~an ~~own~~initial ~~(1)~~public ~~through~~offering ~~the~~price ~~Blocker Shareholders, shares~~ of ~~Class A~~$ per ~~common stock of Yesway~~share, ~~Inc.~~the ~~(or shares~~midpoint of ~~Class A~~the ~~common~~price ~~stock~~range ofset ~~Yesway,~~forth ~~Inc.~~on if the ~~underwriters~~cover ~~exercise~~page inof ~~full~~this ~~their~~prospectus, ~~option~~Brookwood towill ~~purchase~~own ~~additional~~(1) through the Blocker Shareholders, shares of Class A common stock) of Yesway, Inc., representing approximately % of the combined voting power of all of Yesway, Inc.’s common stock and approximately % of the economic interest in Yesway, Inc. (or approximately % of the combined voting power and approximately % of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock), (2) directly through Brookwood’s ownership of LLC Interests and indirectly through Yesway, Inc.’s ownership of LLC Interests, approximately % of the economic interest in Parent (or approximately % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (3) shares of Class B common stock of Yesway, Inc., representing approximately % (and, together with the shares of Class A common stock, %) of the combined voting power of all of Yesway, Inc.’s common stock (or shares of Class B common stock of Yesway, Inc., representing approximately % (and, together with the shares of Class A common stock, %) if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, the Continuing Equity Owners (including the holders of Series P Interests) will own (1) directly through such Continuing Equity Owners’ ownership of LLC Interests and indirectly through Yesway, Inc.’s ownership of LLC Interests, approximately % of the economic interest in Parent (or approximately % of the economic interest in Parent if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (2) shares of Class B common stock of Yesway, Inc., representing approximately % of the combined voting power of all of Yesway, Inc.’s common stock (or shares of Class B common stock of Yesway, Inc., representing approximately % if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

•

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The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, and no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

(1)

The Brookwood funds will own shares of Class A common stock of Yesway, Inc. through the Blocker Shareholders.

(2)

~~Incorporation~~Unless ofotherwise ~~Yesway~~indicated, ~~Inc~~this prospectus assumes the shares of Class A common stock being offered pursuant to this prospectus are sold at $ per share (the midpoint of the price range set forth on the cover page of this prospectus). The number of shares of our Class A common stock and Class B common stock to be outstanding after this offering depends on the actual initial public offering price of our Class A common stock in this offering. For illustrative purposes, the below table shows the approximate number of shares of

Yesway, Inc., the issuer of the Class A common stock offered by this prospectus, was incorporated as a Delaware corporation on April 23, 2021. Yesway, Inc. has not engaged in any material business or other activities except in connection with its formation and the Transactions. The amended and restated certificate of incorporation of Yesway, Inc. that will become effective immediately prior to the consummation of this offering will, among other things, (i) recapitalize our outstanding shares of existing common stock into one share of Class A common stock and (ii) authorize two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of Capital Stock.” 63

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Class A common stock (excluding the shares of Class A common stock to be sold to the public in this offering) and Class B common stock to be outstanding following this offering at various assumed initial public offering prices per share.

Assumed Initial Public Offering Price Per Share	Class A Common Stock	Class B Common Stock
$
$
$
$
$
$
$
$

Incorporation of Yesway, Inc.

Yesway, Inc., the issuer of the Class A common stock offered by this prospectus, was incorporated as a Delaware corporation on April 23, 2021. Yesway, Inc. has not engaged in any material business or other activities except in connection with its formation and the Transactions. The amended and restated certificate of incorporation of Yesway, Inc. that will become effective in connection with this offering will, among other things, (i) recapitalize our outstanding shares of existing common stock into one share of Class A common stock and (ii) authorize two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of Capital Stock.”

Recapitalization and Amendment and Restatement of the Parent LLC Agreement

Prior to the consummation of this offering, the existing limited liability company agreement of Parent will be amended and restated to, among other things, recapitalize its capital structure by creating a single new class of units that we refer to as “common units” and provide for a right of redemption of common units (subject in certain circumstances to time-based vesting requirements and certain other restrictions) in exchange for, at our election (as determined solely by ata ~~least~~majority ~~two~~ of our independent directors (within the meaning of the rules of the Nasdaq Stock Market), who are disinterested), shares of our Class A common stock or cash. See “Certain Relationships and Related Party Transactions—Parent LLC Agreement.”

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USE OF PROCEEDS

We estimate that, based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, we will receive net proceeds from this offering of approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), after deducting the underwriting discounts and commissions, and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the net proceeds to us by approximately $ million, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

We intend to use the net proceeds from this offering to purchase newly issued LLC Interests (or LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from Parent at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts ~~and estimated offering expenses payable by us~~.

We intend to cause Parent to use $ million of the net proceeds from the sale of LLC Interests to Yesway, Inc. ~~for~~to ~~general~~fully ~~corporate~~redeem ~~purposes~~the toRedeemable ~~support~~Senior Preferred Membership Interests in connection with the ~~growth~~consummation of ~~the~~this ~~business~~offering, ~~which~~and ~~may~~the ~~include~~remainder ~~investments~~of inthe ~~store~~net ~~remodels~~proceeds, ~~raze~~if any, to pay down existing indebtedness and ~~rebuilds,~~for ~~new~~general ~~store~~corporate ~~developments~~purposes asto ~~well~~support asthe growth of the business, orincluding ~~asset~~new ~~acquisitions~~store developments. We may also cause Parent to use a portion of the net proceeds for the repayment of debt; to make cash payments to the Continuing Equity Owners pursuant to the Tax Receivable Agreement; at our option, to make cash payments to the Continuing Equity Owners upon their election to redeem any of their LLC Interests; or for the acquisition of businesses or assets that we believe are complementary to our own, although we currently have no agreements, commitments or understandings with respect to any specific acquisition. At this time, other than as set forth above with respect to the redemption of the Redeemable Senior Preferred Membership Interests, we have not specifically identified a material single use for which we intend to cause the net proceeds to be used by Parent, and, accordingly, we are not able to allocate the remaining net proceeds among any potential uses in light of the variety of factors that will affect how such net proceeds will be ultimately used by us or Parent. Our management will have broad discretion to direct Parent’s use of the remaining proceeds.

As of December 31, 2025, we had $391.6 million outstanding under our Term Loan Facility and $50.0 million outstanding under our Revolving Credit Facility, with unamortized debt discount and debt issuance costs of $9.2 million, resulting in total principal amount of debt outstanding under our Credit Facility, net of unamortized debt discount and debt issuance costs, of $432.3 million. The interest rate associated with our Revolving Credit Facility was 6.21% as of December 31, 2025. The interest rate associated with our Term Loan Facility was 7.33% as of December 31, 2025. For more information regarding our outstanding indebtedness, including a description of the Term Loan Facility and Revolving Credit Facility, see “Description of Certain Indebtedness.”

Certain of the underwriters or their affiliates are lenders under the Credit Facility and may therefore receive a portion of the net proceeds from this offering.

Parent will either bear or reimburse Yesway, Inc. for all of the expenses incurred in connection with the Transactions, including this offering.

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CAPITALIZATION

The following table sets forth the cash and capitalization as of ~~June~~December 3031, ~~2021~~2025, as follows:

•

of Parent and its subsidiaries on a historical basis;

•

of Yesway, Inc. and its subsidiaries on a pro forma basis toafter ~~give~~giving effect to the Transactions, including the Final Payment but excluding this offering; and

•

of Yesway, Inc. and its subsidiaries on a pro forma as adjusted basis to give effect to the Transactions, including the sale of shares of Class A common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and estimated offering expenses payable by us, and the application of the net proceeds therefrom as described under “Use of Proceeds.”

For more information, please see “Our Organizational Structure,” “Use of Proceeds” and “Unaudited Pro Forma Condensed Consolidated Financial Information” included elsewhere in this prospectus. You should read this information in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial information contained in this prospectus.

(in millions, except per share and share amounts)	As of June 30, 2021
	As of December 31, 2025
				(unaudited)
(dollars in millions, except share data and par value)	Parent Historical			Yesway, Inc. Pro Forma		Yesway, Inc. Pro Forma As Adjusted		Notes
	Parent Historical			Yesway, Inc. Pro Forma		Yesway, Inc. Pro Forma As Adjusted(1)
Cash and cash equivalents		$	36.6		$		$
Cash and cash equivalents		$	117.4		$		$
Long-term debt (including current portion)(2):
Long-term debt (including current portion)(2):
Debt, net of debt discount and debt issuance costs			432.3
Credit Facility, net of debt discount and debt issuance costs		$	385.1		$		$
Financing obligations, net of debt discount and debt issuance cost			224.9
Financing obligations, net of debt discount and debt issuance costs			233.5
Finance lease liabilities			2.2
Lease liabilities			16.9
Total long-term debt			659.4
Total long-term debt			635.5
Redeemable Senior Preferred Membership Interests; 150,000,000 units authorized, issued and outstanding, actual and pro forma; no shares authorized, issued and outstanding, pro forma as adjusted			239.6
Members’/stockholders’ equity:
Members’ equity:
Members’ capital			~~518~~582.31
Class A common units			—
Stockholders’ equity:
Class B common units
Common stock, $0.01 par value, 100 shares authorized, issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted			—
Stockholders’ equity:
Class A common stock, par value $0.0001 per share, no shares authorized, issued or outstanding, actual; 500,000,000 shares authorized, shares issued and outstanding, pro forma; and 500,000,000 shares authorized, shares issued and outstanding, pro forma as adjusted			—
Class A common stock, par value $ per share; shares authorized, shares issued and outstanding, pro forma; and shares authorized, shares issued and outstanding, pro forma as adjusted			—
Class B common stock, par value $0.0001 per share, no shares authorized, issued or outstanding, actual; 150,000,000 shares authorized, shares issued and outstanding, pro forma; and 150,000,000 shares authorized, shares issued and outstanding, pro forma as adjusted			—
Class B common stock, par value $ per share; shares authorized, shares issued and outstanding, pro forma; and shares authorized, shares issued and outstanding, pro forma as adjusted			—
Additional paid in capital			—
Retained deficit			—
Total members’/stockholders’ equity			518.3
Noncontrolling interests			0.9
Total capitalization		$	1,154.7		$		$

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As of December 31, 2025

(dollars in millions, except share data and par value)

Parent
Historical

Yesway, Inc.
Pro Forma

Yesway, Inc.
Pro Forma
As Adjusted

Notes

Additional paid in capital

—

Accumulated deficit

—

Total members’/stockholders’ equity attributable to Yesway, Inc.

—

Non-controlling interests

1.1

Total capitalization

583.2

(1)

Each $1.00 increase (decrease) in the assumed public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization on a pro forma as adjusted basis by approximately $ million, assuming that the price per share for the offering remains at $ (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts. Each 1,000,000 share increase or decrease in the number of shares offered in this offering by us would increase or decrease each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization on a pro forma as adjusted basis by approximately $ million, assuming that the price per share for the offering remains at $ (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts.

(2)

See “Description of Indebtedness” for a description of our currently outstanding indebtedness.

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DIVIDEND POLICY

Following the completion of this offering, our board of directors may elect to pay cash dividends on our Class A common stock. Holders of our Class B common stock are not entitled to participate in any cash dividends declared by our board of directors. Because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from Parent and, through Parent, cash distributions and dividends from our other indirect subsidiaries, including in accordance with the terms of our Credit Facility. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries. See “Description of Capital Stock,” “Description of Indebtedness” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources.” Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to the requirements of applicable law, the provisions of our amended and restated certificate of incorporation and compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, industry trends and other factors that our board of directors may deem relevant. Accordingly, you may need to sell your shares of our Class A common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors—Risks Related to the Offering and Ownership of our Class A Common Stock—We may not pay dividends on our Class A ~~commons~~common stock.”

Immediately following this offering, we will be a holding company, and our principal asset will be the LLC Interests we purchase from Parent. If we decide to pay a dividend in the future, and we do not currently have sufficient cash to make such a dividend, we would need to cause Parent to make distributions to us in an amount sufficient to cover such dividend. If Parent makes such distributions to us, the other holders of LLC Interests will also be entitled to receive distributions on a pro rata ~~distributions~~basis in accordance with such holders’ economic interests in Parent. See “Risk Factors—Risks Related to Our Organizational Structure—Our principal asset after the completion of this offering will be our interest in Parent, and, as a result, we will depend on distributions from Parent to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Parent’s ability to make such distributions may be subject to various limitations and restrictions.”

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DILUTION

The Continuing Equity Owners will own LLC Interests after the Transactions. Because the Continuing Equity Owners do not own any Class A common stock or have any right to receive distributions from Yesway, Inc., we have presented dilution in pro forma net tangible book value per share both before and after this offering assuming that all of the holders of LLC Interests (other than Yesway, Inc.) elected to have their LLC Interests redeemed or exchanged for newly issued shares of Class A common stock on a one-for-one basis (rather than for cash) and the cancellation for no consideration of all of their shares of Class B common stock (which are not entitled to receive distributions or dividends, whether cash or stock from Yesway, Inc.) in order to more meaningfully present the dilutive impact on the investors in this offering. We refer to the assumed election to redeem or exchange all LLC Interests for shares of Class A common stock as described in the previous sentence as the Assumed Redemption.

Dilution is the amount by which the offering price paid by the purchasers of the Class A common stock in this offering exceeds the pro forma net tangible book value per share of Class A common stock after the offering. Parent’s pro forma net tangible book value as of ~~June~~December 3031, ~~2021~~2025 prior to this offering and after giving effect to the other Transactions, ~~and~~including the ~~Assumed~~Final ~~Redemption~~Payment, was a deficit of $ million. Pro forma net tangible book value per share prior to this offering is determined by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock deemed to be outstanding after giving effect to the Assumed Redemption.

If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share of our Class A common stock after this offering.

Pro forma net tangible book value per share after this offering is determined by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock deemed to be outstanding, after giving effect to the Transactions, including this offering and the application of the proceeds from this offering as described in “Use of Proceeds,” and the Assumed Redemption. Our pro forma net tangible book value as of ~~June~~December 3031, ~~2021~~2025 after giving effect to this offering would have been approximately a deficit of $ million, or $ per share of Class A common stock, assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus. This amount represents an immediate increase in pro forma net tangible book value of $ per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $ per share to new investors purchasing shares of Class A common stock in this offering. We determine dilution by subtracting the pro forma net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock. The following table illustrates this dilution:

Assumed initial public offering price per share

Pro forma net tangible book value (deficit) per share as of ~~June~~December 3031, ~~2021~~2025, before this offering

Increase per share attributable to new investors in this offering

Pro forma net tangible book value (deficit) per share after this offering

Dilution per share to new Class A common stock investors in this offering

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase the pro forma net tangible book value (deficit) per share after this offering by approximately $ , and dilution in pro forma net tangible book value (deficit) per share to new investors by approximately $ assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each 1,000,000 increase or decrease in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by approximately $ per share and increase or decrease, as applicable, the dilution to investors purchasing shares of our Class A common stock in this offering by $ per share, assuming the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional shares of Class A common stock, the pro forma net tangible book value (deficit) after the offering would be $ per share, the increase in pro forma net tangible book value per share to existing stockholders would be $ per share and the dilution in pro forma net tangible book value to new investors would be $ per share, in each case assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The following table summarizes, as of ~~June~~December 3031, ~~2021~~2025 after giving effect to the Transactions (including this offering) and the Assumed Redemption, the number of shares of Class A common stock purchased from us, the total consideration paid, or to be paid, to us and the average price per share paid, or to be paid, by existing owners and by the new investors. The calculation below is based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased					~~Total Consideration~~		Total Consideration						~~Average Price Per Share~~		Average Price Per Share
	Number	~~Percent~~		Percent		~~Amount~~		Amount		~~Percent~~		Percent
Continuing Equity Owners			%				$				%				$
Continuing Equity Owners and Blocker Shareholders					%				$				%				$
New investors
Total			~~100%~~		100%		$		$		~~100%~~		100%		$		$

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the total consideration paid by new investors and the total consideration paid by all stockholders by $ million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions but before estimated offering expenses.

Except as otherwise indicated, the discussion and the tables above assume no exercise of the underwriters’ option to purchase additional shares of Class A common stock. In addition, the discussion and tables above exclude shares of Class B common stock, because holders of the Class B common stock are not entitled to distributions or dividends, whether cash or stock, from Yesway, Inc. The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of ~~June~~December 3031, ~~2021~~2025, after giving effect to the Transactions and the Assumed Redemption, and excludes (i) shares of Class A common stock issuable upon the vesting and settlement of time-based and performance-based restricted stock units to be granted under our 2026 Plan immediately following the effectiveness of the applicable Form S-8 registration statement, (ii) remaining shares of Class A common stock reserved for issuance under the ~~2021~~2026 Plan, which will become effective in connection with the consummation of this offering, as well as any shares that will become issuable pursuant to provisions in the ~~2021~~2026 Plan that automatically increase the share reserve under the ~~2021~~2026 Plan, and (iiiii) shares of Class A common stock reserved for issuance under the ESPP, which will become effective in connection with the consummation of this offering as well as any shares that will become issuable pursuant to provisions in the ~~2021~~ESPP ~~Plan~~ that automatically increase the share reserve under the ESPP (as described in “Executive Compensation— Equity Incentive Plans—2026 Incentive Award Plan” and “Executive Compensation—Equity Incentive Plans—2026 Employee Stock Purchase Plan”).

To the extent any of these outstanding options are exercised, there will be further dilution to new investors. To the extent all of such outstanding options had been exercised as of June 30, 2021, the pro forma net tangible book value (deficit) per share after this offering would be $ , and total dilution per share to new investors would be $ .

If the underwriters exercise in full their option to purchase additional shares of Class A common stock:

•

the percentage of shares of Class A common stock held by the Continuing Equity Owners and Blocker Shareholders (giving effect to the Assumed Redemption) will decrease to approximately % of the total number of shares of our Class A common stock outstanding after this offering; and

•

the number of shares held by new investors (giving effect to the Assumed Redemption) will increase to , or approximately % of the total number of shares of our Class A common stock outstanding after this offering.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information reflects the impact of this offering, after giving effect to the Transactions discussed in “Our Organizational Structure.” Following the completion of the Transactions, Yesway, Inc. will be a holding company whose principal asset will consist of % of the outstanding LLC Interests (or % of LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) that it acquires directly from Parent and indirectly from the Blocker Shareholders in connection with this offering. The remaining LLC Interests will be held directly or indirectly by the Continuing Equity Owners. Yesway, Inc. will act as the sole managing member of Parent, will operate and control the business and affairs of Parent and its direct and indirect subsidiaries and, through Parent and its direct and indirect subsidiaries, conduct its business.

The following unaudited pro forma condensed consolidated statements of ~~operations~~income for the year ended December 31, ~~2020~~2025 ~~and the six months ended June 30, 2021~~ give effect to the Transactions, including this offering, as if the same had occurred on January 1, ~~2020~~2025. The unaudited pro forma condensed consolidated balance sheet as of ~~June~~December 3031, ~~2021~~2025 presents our unaudited pro forma balance sheet giving effect to the Transactions, including this offering, as if they had occurred on ~~June~~December 3031, ~~2021~~2025.

We have derived the unaudited pro forma condensed consolidated statement of ~~operations~~income and unaudited pro forma condensed consolidated balance sheet from the consolidated financial statements of Yesway and Parent and its subsidiaries ~~as of June 30, 2021~~. The unaudited pro forma condensed consolidated financial information reflects adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable, but are subject to change.

We refer to the adjustments related to the Transactions, including the impact of the Transactions described in “Our Organizational Structure,” but excluding the adjustments related to the Offering, and the application of the proceeds therefrom, as the Pro Forma Transaction Adjustments.

The Company accounts for the offering reorganization as a common control transaction based on the high degree of common ownership among the pre-offering equity holders after the offering reorganization. Accordingly, the offering reorganization lacks economic substance, and the offering reorganization is recorded at carryover basis.

The adjustments related to this offering, which we refer to as the Pro Forma Offering Adjustments, are described in the notes to the unaudited pro forma condensed consolidated financial information, and principally include the following:

•

the amendment and restatement of the limited liability company agreement of Parent to, among other things, appoint Yesway, Inc. as the sole managing member of Parent and provide certain redemption rights to the Continuing Equity Owners;

•

the issuance of shares of our Class A common stock to the investors in this offering in exchange for net proceeds of approximately $ million (based on an assumed initial public offering price of $ per share, the midpoint of the ~~estimated~~ price range set forth on the cover page of this prospectus), after deducting the underwriting discounts but before estimated offering expenses payable by us;

•

the ~~payment~~grant of ~~fees~~equity ~~and~~awards ~~expenses~~with ~~related~~an toaggregate ~~this~~value ~~offering and the application~~ of ~~the~~approximately ~~net~~$ and ~~proceeds~~with ~~from~~respect ~~the sale of Class A common stock in this offering~~ to ~~purchase~~an ~~LLC~~aggregate ~~Interests~~of ~~directly from Parent~~approximately shares, atbased aon ~~purchase~~an ~~price~~assumed ~~per LLC Interest equal to the~~ initial ~~public~~ offering price of $ per share, ofwhich ~~Class A~~is ~~common~~the ~~stock~~midpoint ~~less~~of the ~~underwriting discounts and~~ estimated offering ~~expenses~~price ~~payable~~range byset ~~us,~~forth ~~with~~on ~~such~~the ~~LLC~~cover ~~Interests~~page ~~representing %~~ of ~~the~~this ~~outstanding LLC Interests~~prospectus; ~~and~~

•

the ~~application~~payment byof ~~Parent~~fees and expenses related to this offering and the application of the net proceeds from the sale of Class A common stock in this offering to purchase LLC Interests directly from Parent, at a purchase price per LLC Interest equal to usthe asinitial ~~described~~public ~~under~~offering ~~“Use~~price per share of ~~Proceeds.”~~Class A common stock less the underwriting discounts, with such LLC Interests representing % of the outstanding LLC Interests; and

•

the application by Parent of $ million of the net proceeds from the sale of LLC Interests to us to fully redeem the Redeemable Senior Preferred Membership Interests and the remainder of the net proceeds, if any, to pay down existing indebtedness and for general corporate purposes to support the growth of the business as described under “Use of Proceeds.”

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Except as otherwise indicated, the unaudited pro forma condensed consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock in the offering.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these additional procedures and processes and, among other things, additional directors’ and officers’ liability insurance, director fees, additional expenses associated with complying with the reporting requirements of the SEC, transfer agent fees, costs relating to additional accounting, legal and administrative personnel, increased auditing, tax and legal fees, stock exchange listing fees and other public company expenses. We have not included any pro forma adjustments relating to these costs in the information below.

61The unaudited pro forma condensed consolidated financial information is included for informational purposes only. The unaudited pro forma condensed consolidated financial information should not be relied upon as being indicative of our results of operations or financial condition had the Transactions, including this offering, occurred on the dates assumed. The unaudited pro forma condensed consolidated financial information also does not project our results of operations or financial position for any future period or date. The unaudited pro forma condensed consolidated statement of income and balance sheet should be read in conjunction with the “Risk Factors,” “Prospectus Summary—Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data,” “Selected Historical Condensed Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Yesway, Inc. and subsidiaries
Unaudited pro forma condensed consolidated balance sheet as of December 31, 2025

(in millions, except share amounts)	Yesway Inc. Historical			Parent Historical			Pro Forma Transactions Adjustments	Note	As Adjusted for Pro Forma Transactions	Pro Forma Offering Adjustments	Note	Yesway, Inc. Pro Forma
Assets
Current assets:
Cash and cash equivalents		$	1		$	36.6		(3)(10)			(2)(5)(9)
Accounts receivable, net of allowance for credit losses of $0.1						24.5
Inventories						83.2
Prepaid expenses						6.2		(10)
Other current assets						13.2
Total current assets			1			163.7
Property and equipment, net						868.6
Intangible Assets						280.9		(6)(7)(8)
Goodwill						278.0
Operating lease right-of-use assets, net						332.7
Finance lease right-of-use assets, net						1.9
Assets held for sale						16.5
Other assets						6.9		(6)			(5)
Total assets			1			1,949.2
Liabilities and Members’ Equity
Current liabilities:
Current maturities of debt						4.1
Current maturities of financing obligations						2.0
Current maturities of operating lease liabilities						5.4

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administrative personnel, increased auditing, tax and legal fees, stock exchange listing fees and other public company expenses. We have not included any pro forma adjustments relating to these costs in the information below.

(in millions, except share amounts)

Yesway Inc.
Historical

Parent
Historical

Pro Forma
Transactions
Adjustments

Note

As Adjusted
for Pro Forma
Transactions

Pro
Forma
Offering
Adjustments

Note

Yesway, Inc.
Pro Forma

Current maturities of finance lease
liabilities

0.1

Due to affiliates

0.0

Accounts payable

73.0

Accrued expenses and other current
liabilities

49.1

(5)

Total current liabilities

133.7

Noncurrent liabilities:

Debt, net of current maturities, debt discount, and debt issuance costs

428.2

(5)

Financing obligations, net of current maturities, debt discount, and issuance costs

222.9

Operating lease liabilities, net of current maturities

316.5

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