Yesway, Inc.·4

Apr 28, 4:16 PM ET

Ayles Ericka L. 4

4 · Yesway, Inc. · Filed Apr 28, 2026

Research Summary

AI-generated summary of this filing

Updated

Yesway (YSWY) CFO Ericka Ayles Receives Equity Awards

What Happened

  • Ericka L. Ayles, Yesway’s Chief Financial Officer and Treasurer, received equity awards totaling 515,656 units in filings dated April 21–24, 2026. The filings show:
    • Apr 21, 2026 — 83,656 shares received (reported with footnote F1 as securities from the issuer’s reorganization in connection with the IPO).
    • Apr 21, 2026 — 83,656 derivative disposed at $0.00 (reported as a derivative disposal; see F5 re: LLC interests).
    • Apr 24, 2026 — two separate awards of 216,000 shares each (both reported at $0.00; one represents RSUs per F2 and one represents PSUs per F3).
  • All awards are reported at $0.00 (no cash paid). These are grants/awards (not open‑market purchases or sales) and are typically part of compensation/IPO reorganization.

Key Details

  • Transaction dates/prices:
    • 2026-04-21: Acquisition 83,656 (F1); Derivative disposal 83,656 @ $0.00 (F5).
    • 2026-04-24: Two awards of 216,000 each @ $0.00 (F2, F3).
  • Shares acquired total (per filing): 515,656 shares (sum of reported awards).
  • Shares owned after transaction: Not specified in the summary provided here — see the full Form 4 for the reporting person’s post-transaction holdings.
  • Notable footnotes:
    • F1: Securities received in issuer reorganization tied to the IPO (previously reported on Form 3).
    • F2: RSUs — vest in equal installments on each of the first three anniversaries of the registration statement effectiveness.
    • F3/F4: PSUs — performance- and time-based vesting (50% at 1.5x price hurdle or 2nd anniversary, 50% at 2.0x or 3rd anniversary); unvested PSUs forfeit after 5 years if conditions unmet.
    • F5: LLC membership units are redeemable 1:1 for Class A shares; related derivative reporting may reflect such redemption/conversion.
  • Filing timeliness: Period of report is 2026-04-21; Form 4 filed 2026-04-28 — marked late. Late Form 4s can lead to disclosure delays and potential SEC/market scrutiny.

Context

  • These entries are equity awards tied to compensation and IPO reorganization rather than open‑market buying/selling; they do not necessarily indicate immediate bullish or bearish trading by the insider.
  • RSUs will vest over time; PSUs vest only if performance/time conditions are met (and may be forfeited if conditions are not met by specified deadlines). The derivative disposal likely relates to conversion/redemption mechanics for LLC interests rather than a sale for cash.

Insider Transaction Report

Form 4
Period: 2026-04-21
Ayles Ericka L.
CFO and Treasurer
Transactions
  • Award

    Class B Common Stock

    [F1]
    2026-04-21+83,65683,656 total
  • Award

    Class A Common Stock

    [F2]
    2026-04-24+216,000216,000 total
  • Award

    Class A Common Stock

    [F3][F4]
    2026-04-24+216,000432,000 total
  • Award

    LLC Interests

    [F5][F1]
    2026-04-2183,65683,656 total
    Class A Common Stock (83,656 underlying)
Footnotes (5)
  • [F1]Represents securities received as part of the Issuer's reorganization in connection with its initial public offering, as described in the registration statement on Form S-1 relating to the initial public offering (the "Registration Statement"). These securities were previously reported on a Form 3 filed by the Reporting Person.
  • [F2]Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs will vest in equal installments on each of the first three anniversaries of the date of effectiveness of the Registration Statement.
  • [F3]Represents an award of performance-based restricted stock units (the "PSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PSUs will be eligible to vest 50% on the later of (i) the first day following the date on which the 30-day volume weighted average market price of a share of Class A Common Stock equals or exceeds 1.5x the initial offering price per share of Class A Common Stock and (ii) the second anniversary of the date of effectiveness of the Registration Statement; and the remaining 50% will be eligible to vest on the later of (i) the first day following the date on which the 30-day volume weighted average market price of a share of Class A Common Stock equals or exceeds 2.0x the initial offering price per share of Class A Common Stock and (ii) the third anniversary of the date of effectiveness of the Registration Statement (with no linear interpolation if the market price falls between the two stock price hurdles).
  • [F4]If these vesting conditions are not met by the fifth anniversary of the date of effectiveness of the Registration Statement, any unvested PSUs will be forfeited automatically for no consideration.
  • [F5]The membership units of BW Ultimate Parent, LLC (the "LLC Interests") may be redeemed by the Reporting Person at any time at the option of the holder for shares of Class A Common Stock on a 1-to-1 basis, and a corresponding number of shares of Class B Common Stock will be forfeited in connection with the redemption. The LLC Interests have no expiration date.
Signature
/s/ Thomas N. Trkla, Attorney-in-fact for Ericka L. Ayles|2026-04-28

Documents

1 file
  • 4
    tm2612184-5_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT