Zernich Kurt M. 4
4 · Yesway, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Yesway (YSWY) GC Kurt Zernich Receives Equity Awards (473,089 shares)
What Happened
Kurt M. Zernich, General Counsel and Secretary of Yesway, Inc. (YSWY), received equity awards in late April 2026. The Form 4 shows awards/acquisitions on 2026-04-21 (77,089 units) and 2026-04-24 (two grants of 198,000 units each), for a total of 473,089 units recorded as awards (priced at $0.00 on the filing). The filing also shows a 2026-04-21 derivative disposition of 77,089 units (reported with $0 value) tied to previously reported securities. These entries are awards/vesting-type transactions (not open-market purchases or sales).
Key Details
- Transaction dates and types:
- 2026-04-21: Award/acquisition — 77,089 units (reported as acquired; also a derivative disposition of 77,089 units on same date). Footnote F1 indicates these relate to securities received in the issuer’s reorganization and previously reported on Form 3.
- 2026-04-24: Two separate awards/acquisitions — 198,000 units and 198,000 units (both reported at $0.00).
- Price/value: Awards reported at $0.00; no cash paid. Filing does not state a total market-dollar value (market price at grant not provided).
- Shares owned after transaction: Not specified in the provided summary of the filing.
- Notable footnotes:
- F2 — RSUs vest in three equal annual installments from the S-1 effectiveness date.
- F3/F4 — PSUs vest based on stock-price performance hurdles (50% at 1.5x initial offering price or 2nd anniversary; remaining 50% at 2.0x or 3rd anniversary) and lapse if hurdles unmet by the 5th anniversary.
- F5 — LLC membership units are redeemable 1-for-1 into Class A common shares (with forfeiture of corresponding Class B shares) and have no expiration.
- Timeliness: Filing dated 2026-04-28 covers transactions from 2026-04-21 and 2026-04-24; this appears later than the typical 2-business-day Form 4 reporting window (i.e., filing may be late), which can reduce near-term transparency.
Context
- These are award/vesting-type transactions (RSUs/PSUs and redeemable LLC interests), not open-market buys or sales. Awards reported at $0.00 are typical for compensation grants rather than purchases.
- PSUs are performance-contingent — they only convert to shares if specified stock-price or time-based conditions are met; unvested PSUs can be forfeited per F4.
- The derivative disposition noted likely reflects conversion or reclassification of previously reported securities from the issuer’s reorganization (see F1 and F5); such bookkeeping entries do not necessarily indicate a sale or cashing out by the insider.
(Report accession: 0001104659-26-050370; Period of Report: 2026-04-21.)
Insider Transaction Report
Form 4
Yesway, Inc.YSWY
Zernich Kurt M.
General Counsel and Secretary
Transactions
- Award
Class B Common Stock
[F1]2026-04-21+77,089→ 77,089 total - Award
Class A Common Stock
[F2]2026-04-24+198,000→ 198,000 total - Award
Class A Common Stock
[F3][F4]2026-04-24+198,000→ 396,000 total - Award
LLC Interests
[F5][F1]2026-04-21−77,089→ 77,089 total→ Class A Common Stock (77,089 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 Kurt M. Zernich|2026-04-28