TRKLA THOMAS N. 4
4 · Yesway, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Yesway (YSWY) CEO Thomas Trkla Receives ~48.4M Shares
What Happened
Thomas N. Trkla (Chairman, President & CEO; 10% owner) reported multiple awards/acquisitions and related derivative conversions tied to Yesway’s IPO/reorganization. Between Apr 21 and Apr 24, 2026 he was reported to have acquired roughly 48.39 million shares (many entries reported at $0.00 or N/A). Several matching derivative entries (reported at $0.00) indicate conversion or reclassification of pre‑IPO/LLC interests or other derivative holdings into common stock rather than open‑market sales.
Key Details
- Transaction dates: primarily Apr 21, 2026 (majority of awards/conversions) and two additional grants on Apr 24, 2026 (1,080,000 shares each at $0.00).
- Reported amounts (selected): 15,085,561; 19,735,435; 9,367,808; 1,686,923; 267,804; 70,777; 10,712 and two grants of 1,080,000 each — total ≈ 48,385,020 shares.
- Reported price/value: most entries shown as $0.00 or N/A (acquisitions and derivative disposals), indicating awards/reorganization transfers, not cash purchases or market sales.
- Derivative entries: multiple disposals listed as derivative transactions at $0.00 — consistent with conversion/reclassification of pre‑IPO/LLC interests into Class A common stock.
- Footnotes of note: F1 (securities from issuer reorganization/IPO), F8 (RSUs vesting over 3 years), F9/F10 (performance-based RSUs with price/time vesting hurdles and forfeiture rule), F11 (LLC interests redeemable 1:1 into Class A shares).
- Ownership after transaction: not specified in the provided data.
- Filing timing: Form 4 filed Apr 28, 2026 for transactions dated Apr 21–24, which is beyond the typical two-business-day Form 4 window (the filing shows Apr 28).
Context
- These entries look like internal reorganization/award activity tied to Yesway’s IPO and related unit-to-share conversions rather than open-market buys or sales. Such transactions often reflect corporate restructuring, redemption/conversion rights, or long‑term equity awards (RSUs/PSUs) rather than a trading view by the insider.
- PSUs and RSUs reported include vesting conditions (time- and performance-based); unvested awards may be forfeited if conditions aren’t met (see F9/F10).
- As a 10% owner with controlling interests in related entities (see footnotes F2–F7), Mr. Trkla’s holdings may include securities held by affiliated entities and LLC interests that can be redeemed into Class A shares (F11).
Insider Transaction Report
Form 4
Yesway, Inc.YSWY
TRKLA THOMAS N.
DirectorSee Remarks10% Owner
Transactions
- Award
Class B Common Stock
[F1]2026-04-21+267,804→ 267,804 total - Award
Class A Common Stock
[F1][F2]2026-04-21+15,085,561→ 15,085,561 total(indirect: By LLC) - Award
Class B Common Stock
[F1][F3]2026-04-21+9,367,808→ 9,367,808 total(indirect: By BW Gas & Convenience Aggregator, L.P.) - Award
Class B Common Stock
[F1][F4]2026-04-21+19,735,435→ 19,735,435 total(indirect: By BW Gas & Convenience Aggregator II, L.P.) - Award
Class B Common Stock
[F1][F5]2026-04-21+1,686,923→ 1,686,923 total(indirect: By BW Gas & Convenience Aggregator III, L.P.) - Award
Class B Common Stock
[F1][F6]2026-04-21+70,777→ 70,777 total(indirect: By Trust) - Award
Class B Common Stock
[F1][F7]2026-04-21+10,712→ 10,712 total(indirect: By Brookwood Financial Co., Inc.) - Award
Class A Common Stock
[F8]2026-04-24+1,080,000→ 1,080,000 total - Award
Class A Common Stock
[F9][F10]2026-04-24+1,080,000→ 2,160,000 total - Award
LLC Interests
[F11][F1]2026-04-21−267,804→ 267,804 total→ Class A Common Stock (267,804 underlying) - Award
LLC Interests
[F11][F1][F3]2026-04-21−9,367,808→ 9,367,808 total(indirect: By BW Gas & Convenience Aggregator, L.P.)→ Class A Common Stock (9,367,808 underlying) - Award
LLC Interests
[F11][F1][F4]2026-04-21−19,735,435→ 19,735,435 total(indirect: By BW Gas & Convenience Aggregator II, L.P.)→ Class A Common Stock (19,735,435 underlying) - Award
LLC Interests
[F11][F1][F5]2026-04-21−1,686,923→ 1,686,923 total(indirect: By BW Gas & Convenience Aggregator III, L.P.)→ Class A Common Stock (1,686,923 underlying) - Award
LLC Interests
[F11][F1][F6]2026-04-21−70,777→ 70,777 total(indirect: By Trust)→ Class A Common Stock (70,777 underlying) - Award
LLC Interests
[F11][F1][F7]2026-04-21−10,712→ 10,712 total(indirect: By Brookwood Financial Co., Inc.)→ Class A Common Stock (10,712 underlying)
Footnotes (11)
- [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.
- [F10]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.
- [F11]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.
- [F2]Mr. Trkla has a controlling interest in Brookwood Financial Partners, LLC, and as a result, may be deemed to share beneficial ownership of the securities held of record by Brookwood Financial Partners, LLC.
- [F3]Mr. Trkla has a controlling interest in the general partner of BW Gas & Convenience Aggregator, L.P. ("Aggregator I"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Aggregator I.
- [F4]Mr. Trkla has a controlling interest in the general partner of BW Gas & Convenience Aggregator II, L.P. ("Aggregator II"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Aggregator II.
- [F5]Mr. Trkla has a controlling interest in the general partner of BW Gas & Convenience Aggregator III, L.P. ("Aggregator III"), and as a result, may be deemed to share beneficial ownership of the securities held of record by Aggregator III.
- [F6]Represents securities that were inadvertently reported as directly held on a Form 3 filed by the Reporting Person. Mr. Trkla is trustee of TNT 2011 Irrevocable Trust DTD, and as a result, may be deemed to share beneficial ownership of the securities held of record by TNT 2011 Irrevocable Trust DTD.
- [F7]Represents securities that were inadvertently reported as directly held on a Form 3 filed by the Reporting Person. Mr. Trkla has a controlling interest in Brookwood Financial Co., Inc., and as a result, may be deemed to share beneficial ownership of the securities held of record by Brookwood Financial Co., Inc.
- [F8]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.
- [F9]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).
Signature
/s/ Thomas N. Trkla|2026-04-28