Brown Thomas Warren 4
4 · Yesway, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Yesway (YSWY) Director Thomas Warren Receives Stock Awards
What Happened
Director Thomas Warren was the recipient of multiple equity awards in Yesway, Inc., with reported acquisitions on April 21 and April 24, 2026. The filings show a total of 503,249 shares/units involved: 105,209 and 2,040 reported on April 21 and two grants of 198,000 each on April 24. All grants are reported at a $0 per-share price (no cash paid). Some April 21 entries also reflect reclassification/disposition of previously reported holdings into derivative form per the footnotes.
Key Details
- Transaction dates: April 21, 2026 and April 24, 2026; Form 4 filed April 28, 2026 (appears later than the usual two-business-day Form 4 deadline).
- Grants reported: 105,209; 2,040; 198,000; 198,000 — total 503,249 shares/units. Prices reported $0 (awarded, not purchased).
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Footnotes of note:
- F1/F2: Some securities were part of the issuer’s IPO reorganization or were reclassified from previously reported direct holdings.
- F3: RSUs vest in three equal annual installments beginning on the first anniversary of the registration statement effectiveness.
- F4/F5: PSUs are performance-based — 50% vests on meeting a 1.5x price hurdle (or 2nd anniversary), the other 50% on a 2.0x hurdle (or 3rd anniversary); unvested PSUs forfeit if conditions not met by the 5th anniversary.
- F6: LLC membership units are redeemable 1-for-1 for Class A common stock and have no expiration.
- No open-market purchases or sales reported; these are grants/award transactions (code A).
Context
These are equity awards and redeployments tied to Yesway’s IPO and compensation plan, not open-market purchases or sales. RSUs vest over time; PSUs depend on stock-price performance and time-based backstops, so they are contingent and may not convert to shares unless conditions are met. Reclassifications and zero-dollar grant reporting are common in IPO reorganizations and awards; they do not necessarily indicate a personal cash investment or immediate selling by the insider.
Insider Transaction Report
- Award
Class B Common Stock
[F1]2026-04-21+105,209→ 105,209 total - Award
Class B Common Stock
[F1][F2]2026-04-21+2,040→ 2,040 total(indirect: By Brookwood Financial Co., Inc.) - Award
Class A Common Stock
[F3]2026-04-24+198,000→ 198,000 total - Award
Class A Common Stock
[F4][F5]2026-04-24+198,000→ 396,000 total - Award
LLC Interests
[F6][F1]2026-04-21−105,209→ 105,209 total→ Class A Common Stock (105,209 underlying) - Award
LLC Interests
[F6][F1][F2]2026-04-21−2,040→ 2,040 total(indirect: By Brookwood Financial Co., Inc.)→ Class A Common Stock (2,040 underlying)
Footnotes (6)
- [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 securities that were inadvertently reported as directly held on a Form 3 filed by the Reporting Person.
- [F3]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.
- [F4]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).
- [F5]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.
- [F6]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.