Zernich Kurt M. 4

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.)